Operating Agreement Form

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

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

LEGAL COMPLIANCE NOTICE

DISCLAIMER: This document is a generalized template provided for educational and illustrative purposes only. It does not constitute specific legal advice or create an attorney-client relationship. LLC laws vary significantly by state (e.g., Delaware vs. California vs. Texas). You must consult with qualified legal counsel in your specific jurisdiction to ensure compliance with local filing requirements, tax elections, and statutory nuances. The use of this template is at the user’s sole risk.

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1. PARTIES AND RECITALS

This Operating Agreement (the "Agreement") is entered into as of the Effective Date by and between the Members listed in Exhibit A (collectively, the "Members").

1.1 Formation. The Members have formed a Limited Liability Company under the laws of the State of [State], named [Company Full Legal Name] (the "Company").
1.2 Purpose. The Company is formed for the purpose of [Nature of Business] and any other lawful business purpose allowed under the laws of the jurisdiction of formation.
1.3 Principal Office. The principal office of the Company shall be located at [Principal Address].

2. CAPITAL CONTRIBUTIONS AND OWNERSHIP

2.1 Initial Contributions. Each Member has contributed the capital set forth in Exhibit A in exchange for their respective Membership Interest.
2.2 Additional Contributions. No Member shall be required to make additional capital contributions unless unanimously agreed upon in writing by all Members.
2.3 Percentage Interests. Ownership interest shall be allocated according to the Percentage Interests set forth in Exhibit A.

3. MANAGEMENT AND VOTING

3.1 Management. The Company shall be managed by [Manager-Managed/Member-Managed]. If Member-managed, all decisions shall be made by a majority vote of the Members.
3.2 Authority. No Member or Manager shall have the authority to bind the Company to any contract or debt exceeding $[Amount in USD] without the prior written consent of the majority of Members.

4. DISTRIBUTIONS AND TAXES

4.1 Distributions. Net Profits shall be distributed to Members at such times and in such amounts as determined by the [Manager/Members], provided that all Company debts are satisfied.
4.2 Tax Treatment. The Company shall be treated as a [Partnership/Disregarded Entity/S-Corp] for federal and state income tax purposes. The Company shall file all necessary returns, and each Member shall be responsible for their own tax liabilities.

5. TRANSFER OF INTERESTS

5.1 Restriction on Transfer. No Member may sell, assign, encumber, or otherwise transfer their Membership Interest without the prior written consent of all other Members.
5.2 Right of First Refusal. If a Member receives a bona fide offer to purchase their interest, the remaining Members shall have the right of first refusal to purchase said interest under the same terms.

6. INTELLECTUAL PROPERTY

6.1 Work Made for Hire. All work product, inventions, designs, or developments created by a Member in the course of Company business shall be deemed "Work Made for Hire" and shall be the sole and exclusive property of the Company.

7. CONFIDENTIALITY

7.1 Mutual Non-Disclosure. The Members agree to hold all non-public, proprietary information concerning the Company and its business affairs in strict confidence and shall not disclose such information to any third party without written authorization.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1 Limitation of Liability. No Member or Manager shall be liable to the Company or other Members for any loss or damage sustained by the Company unless such loss results from the Member’s gross negligence, willful misconduct, or breach of this Agreement.
8.2 Indemnification. The Company shall indemnify and hold harmless its Members and Managers from any claims or liabilities arising out of the performance of their duties, provided such actions were taken in good faith.

9. TERM AND TERMINATION

9.1 Term. The Company shall continue in perpetuity unless dissolved by a unanimous vote of the Members or upon the occurrence of an event of dissolution as defined by state law.
9.2 Liquidation. Upon dissolution, the Company’s assets shall be liquidated, debts paid, and the remaining proceeds distributed to Members in proportion to their Percentage Interests.

10. DISPUTE RESOLUTION AND GOVERNING LAW

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
10.2 Arbitration. Any dispute arising out of this Agreement shall be settled by binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association.

11. MISCELLANEOUS

11.1 Entire Agreement. This document constitutes the entire agreement between the parties and supersedes all prior understandings.
11.2 Amendments. This Agreement may only be amended by a written instrument signed by all Members.

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EXECUTION AND SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

FOR [MEMBER / PARTY B]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Drafting: Copy the text above into a document editor. Replace all bracketed fields [ ] with accurate legal information.
2. Review: Ensure the Exhibit A (which you should create as an attachment) lists the names, addresses, and exact percentage ownership of every member.
3. Verification: Verify the signing authority of each individual. If a corporate entity is a member, verify the resolution authorizing the signatory.
4. Execution: Use an e-signature platform (e.g., DocuSign, Adobe Sign, or HelloSign) to capture timestamps and IP-address-verified signatures.
5. Filing:
   • This document is a private record; it generally does not need to be filed with the Secretary of State (unlike the "Articles of Organization").
   • Store the original, fully executed document in the Company’s minute book/legal binder.
6. Retention: Maintain a digital copy in a secure, encrypted cloud environment for the duration of the Company's existence plus seven years post-dissolution for tax audit protection.