Operating Agreement Form Template Word

OPERATING AGREEMENT FOR LIMITED LIABILITY COMPANY

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

---

LEGAL DISCLAIMER AND NOTICE

This document is a sophisticated legal template intended for use as a baseline for a Limited Liability Company Operating Agreement. This document does not constitute formal legal advice. Corporate law is highly dependent on specific state statutes (e.g., Delaware vs. California). Users are strictly advised to consult with qualified legal counsel within their governing jurisdiction to ensure compliance with local filing requirements, tax elections, and specific operational governance needs before execution.

---

ARTICLE I: PARTIES AND FORMATION

1.1 The Company: [Company Full Legal Name], a limited liability company organized under the laws of [State of Organization].
1.2 The Members: The parties to this Agreement are [Member A Full Legal Name] (address: [Address]) and [Member B Full Legal Name] (address: [Address]), hereinafter referred to collectively as the "Members."
1.3 Formation: The Members have formed the Company by filing the Certificate of Formation with the Secretary of State of [State of Organization] on [Formation Date].

ARTICLE II: CAPITAL CONTRIBUTIONS AND OWNERSHIP

2.1 Initial Capital Contributions: The Members shall contribute the following amounts in cash or property as initial capital:

• Member A Name: $[Amount in USD]
• Member B Name: $[Amount in USD] 2.2 Ownership Interests: The percentage of ownership interest for each Member shall be:

ARTICLE III: MANAGEMENT AND VOTING

3.1 Management: The Company shall be [Member-Managed / Manager-Managed]. If Manager-Managed, the Manager(s) shall be [Manager Name].
3.2 Voting: Decisions requiring a vote shall be proportional to the Member’s ownership interest, unless otherwise required by law or specified in this Agreement. A simple majority (greater than 50%) is required for ordinary course business; a supermajority (66.7%) is required for extraordinary actions (sale of assets, dissolution, or amendment).

ARTICLE IV: COMPENSATION AND DISTRIBUTIONS

4.1 Distributions: Net profits and losses shall be allocated to the Members in proportion to their ownership interest. Distributions of cash shall be made at such times and in such amounts as determined by the Manager(s).
4.2 Taxation: The Company shall be taxed as a [Partnership/S-Corp/C-Corp] for federal and state income tax purposes.

ARTICLE V: TERM, TERMINATION, AND DISSOLUTION

5.1 Term: The Company shall have a perpetual existence unless dissolved earlier pursuant to this Agreement.
5.2 Dissolution: The Company shall be dissolved upon: (a) The unanimous written agreement of all Members; (b) The entry of a decree of judicial dissolution; or (c) The occurrence of any event that makes it unlawful for the business to be continued.

ARTICLE VI: CONFIDENTIALITY AND INTELLECTUAL PROPERTY

6.1 Confidentiality: Members shall not disclose any proprietary information, trade secrets, or client lists of the Company to any third party without prior written consent.
6.2 Intellectual Property: All work product, inventions, or business processes developed by a Member in the scope of Company business shall be the sole and exclusive property of the Company as a "Work Made for Hire."

ARTICLE VII: LIMITATION OF LIABILITY AND INDEMNIFICATION

7.1 Limitation of Liability: No Member or Manager shall be liable to the Company or any other Member for any loss or damage sustained by the Company unless the loss was the result of fraud, gross negligence, or willful misconduct.
7.2 Indemnification: The Company shall indemnify and hold harmless any Member or Manager from any claims, liabilities, or expenses incurred by reason of their performance of duties on behalf of the Company, provided such acts were in good faith.

ARTICLE VIII: DISPUTE RESOLUTION AND GOVERNING LAW

8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
8.2 Arbitration: Any dispute arising out of this Agreement that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration in [City, State] under the rules of the American Arbitration Association (AAA).

ARTICLE IX: MISCELLANEOUS

9.1 Entire Agreement: This document constitutes the entire agreement between the parties and supersedes all prior understandings.
9.2 Severability: If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
9.3 Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

---

EXECUTION AND SIGNATURE BLOCKS

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]

---

STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Customization: Copy the text above into a Microsoft Word document. Replace all bracketed text [...] with the specific facts of your entity. Use the "Find & Replace" function (Ctrl+H) to ensure no brackets remain.
2. Review: Have a qualified corporate attorney review the "Management" section (Article III) to ensure it aligns with your state’s specific requirements for Member-managed vs. Manager-managed entities.
3. Authorization: Confirm that each signatory has the legal authority to bind their respective entity. For LLCs, this is typically the Manager or a Managing Member.
4. Execution: For maximum enforceability, execute via an e-signature platform (e.g., DocuSign, Adobe Sign) which provides a tamper-evident audit trail.
5. Record Retention: Maintain the signed original in the company’s Minute Book or secure cloud-based document management system. Provide a copy to each Member and ensure a copy is filed with the company’s registered agent if required by state law.