Operating Agreement Form for Llc

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Document ID: LLC-OPS-2024-001
Effective Date: [Date]
Version: 1.0
Governing Jurisdiction: [State of Formation]

LEGAL DISCLAIMER

This document is a general template provided for informational purposes. It does not constitute legal advice. Laws governing Limited Liability Companies vary significantly by jurisdiction. Users are strictly advised to consult with qualified legal counsel in the state of formation to ensure compliance with specific statutory requirements (e.g., the Delaware Limited Liability Company Act or equivalent state statutes) and to address specific tax elections, capital structures, and member rights.

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ARTICLE I: FORMATION AND PURPOSE

1.1 Formation. The Members have formed a Limited Liability Company under the laws of the State of [State of Formation] by filing a Certificate of Formation with the Secretary of State on [Date].

1.2 Name. The name of the Company is [Company Full Legal Name].

1.3 Principal Office. The principal office of the Company shall be located at [Principal Address] or such other location as the Members may determine.

1.4 Registered Agent. The name and address of the registered agent for service of process is [Agent Name/Address].

1.5 Purpose. The purpose of the Company is to engage in [Description of Business] and any other lawful act or activity for which a limited liability company may be formed.

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ARTICLE II: CAPITAL CONTRIBUTIONS AND MEMBERSHIP

2.1 Initial Contributions. Each Member shall contribute the amount of [Amount in USD] in exchange for their respective Membership Interest as set forth in Exhibit A.

2.2 Additional Contributions. No Member shall be required to make any additional capital contribution to the Company unless unanimously agreed upon by the Members in writing.

2.3 Membership Interests. Profits, losses, and distributions shall be allocated among the Members in proportion to their respective Membership Interests.

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ARTICLE III: MANAGEMENT AND OPERATIONS

3.1 Management. The Company shall be [Member-Managed/Manager-Managed]. [If Manager-Managed: The Manager shall be [Name/Title].]

3.2 Authority. Except as otherwise provided herein, the Manager(s) (or Members) shall have the full power and authority to act on behalf of the Company, including the power to enter into contracts, incur debt, and execute legal instruments.

3.3 Meetings. Meetings of the Members may be called by any Member. Notice of meetings shall be provided at least [Number] days in advance.

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ARTICLE IV: DISTRIBUTIONS AND TAXES

4.1 Distributions. Distributions of cash or other assets shall be made at such times and in such amounts as determined by the [Manager/Members].

4.2 Tax Status. The Company shall be taxed as a [Partnership/Disregarded Entity/Corporation] for federal and state income tax purposes.

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ARTICLE V: TRANSFERS AND DISSOLUTION

5.1 Transfer of Interest. No Member may sell, assign, or transfer their interest in the Company without the prior written consent of all other Members.

5.2 Dissolution. The Company shall be dissolved upon: (a) the written agreement of all Members; (b) the entry of a decree of judicial dissolution; or (c) any event causing the dissolution of the Company under the [State of Formation] LLC Act.

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ARTICLE VI: INDEMNIFICATION AND LIABILITY

6.1 Limitation of Liability. No Member or Manager shall be liable to the Company or any other Member for any loss, damage, or claim incurred by reason of any act or omission performed in good faith on behalf of the Company.

6.2 Indemnification. The Company shall indemnify, defend, and hold harmless its Members and Managers from any liability or expense incurred in connection with the business of the Company to the fullest extent permitted by law.

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ARTICLE VII: MISCELLANEOUS

7.1 Entire Agreement. This Agreement constitutes the entire agreement among the Members and supersedes all prior agreements.

7.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

7.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State of Formation].

7.4 Dispute Resolution. Any dispute arising under this Agreement shall be settled by binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association.

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ARTICLE VIII: EXECUTION

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [MEMBER / COUNTERPARTY NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

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EXECUTION & FILING GUIDE

1. Customization: Open the document in your preferred word processor. Use "Find and Replace" (Ctrl+H) to systematically replace all bracketed fields [ ] with your specific corporate data.
2. Review: Ensure that the management structure (Article 3) accurately reflects whether the LLC is "Member-Managed" (everyone has a say) or "Manager-Managed" (an appointed party holds authority).
3. Annexes: Prepare an "Exhibit A" to be attached to this agreement, explicitly listing each member, their capital contribution, and their percentage ownership.
4. Execution: Print two original copies. Ensure all parties sign in blue or black ink. Alternatively, utilize a secure e-signature platform (e.g., DocuSign, HelloSign) that provides an audit trail.
5. Record Retention:
   • Internal: Store one original fully executed copy at the Company’s principal office.
   • External: Send a copy to the Company's accountant for tax planning purposes.
   • Privacy: As an internal governing document, this is generally not filed with the Secretary of State; keep it strictly in your internal Corporate Minute Book.