Operating Agreement Sample for Llc

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

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

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LEGAL DISCLAIMER

This document is a template provided for informational purposes and constitutes a legal instrument. Laws governing Limited Liability Companies vary significantly by jurisdiction (e.g., Delaware vs. California). This document may not satisfy specific statutory requirements in your jurisdiction. It is strongly recommended that you have this document reviewed by qualified legal counsel in the applicable jurisdiction prior to execution to ensure compliance with local statutes and tax regulations.

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1. PARTIES AND FORMATION

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date] by and among the Members listed in Exhibit A (the "Members"). The Members hereby form a Limited Liability Company (the "Company") under the laws of the State of [State Name] and agree to the following terms and conditions.

2. NAME AND OFFICE

The name of the Company shall be [Company Full Legal Name]. The principal office of the Company shall be located at [Principal Address], or such other place as the Managers or Members may determine.

3. PURPOSE AND SCOPE

The purpose of the Company is to conduct any lawful business for which a limited liability company may be organized under the laws of [State Name]. The Company shall have the authority to perform all acts necessary or incidental to the conduct of its business.

4. CAPITAL CONTRIBUTIONS

Each Member has contributed the amount in cash, property, or services as set forth in Exhibit A (the "Capital Contribution"). No Member shall be required to make any additional capital contribution unless unanimously agreed upon by all Members in writing.

5. ALLOCATION OF PROFITS AND LOSSES

The net profits and net losses of the Company shall be allocated to the Members in proportion to their respective percentage interests as set forth in Exhibit A.

6. MANAGEMENT AND AUTHORITY

The business and affairs of the Company shall be managed by [Manager(s) or "the Members acting as a body"]. The Manager(s) shall have full authority to bind the Company in the ordinary course of business, provided that any transaction exceeding $[Amount in USD] shall require the prior written approval of a majority of the Members.

7. TRANSFERS AND ADMISSIONS

No Member may sell, assign, encumber, or otherwise transfer their interest in the Company without the prior written consent of a majority of the remaining Members. Any attempted transfer in violation of this section shall be null and void.

8. TERM AND TERMINATION

The Company shall have a perpetual existence unless dissolved by (i) the unanimous written consent of the Members, (ii) the entry of a decree of judicial dissolution, or (iii) the occurrence of an event of dissociation as defined by the governing state statutes, unless the remaining Members elect to continue the business.

9. CONFIDENTIALITY

Each Member agrees that they shall not, during the term of this Agreement or at any time thereafter, disclose to any unauthorized person or entity any proprietary information, trade secrets, or non-public financial data of the Company, except as required by law or judicial process.

10. REPRESENTATIONS AND WARRANTIES

Each Member represents and warrants that (i) they have the full right, power, and authority to enter into this Agreement, (ii) this Agreement constitutes a legal, valid, and binding obligation enforceable against them, and (iii) they are not subject to any agreement or restriction that would prevent them from fulfilling their obligations hereunder.

11. LIMITATION OF LIABILITY AND INDEMNIFICATION

No Member or Manager shall be liable to the Company or to any other Member for any loss, damage, or claim incurred by reason of any act or omission performed or omitted in good faith on behalf of the Company. The Company shall indemnify and hold harmless each Member and Manager to the fullest extent permitted by law from any claims arising out of the performance of their duties.

12. DISPUTE RESOLUTION AND ARBITRATION

Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be [City, State]. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of [State Name], without regard to its conflict of law principles.

14. MISCELLANEOUS

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, whether written or oral.
• Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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EXECUTION AND SIGNATURE BLOCKS

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

FOR [MEMBER / CLIENT NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Information Completion: Open this document in your preferred word processor. Use "Find and Replace" to locate all bracketed fields (e.g., [Company Full Legal Name]) and replace them with specific entity data.
2. Exhibit A Creation: Attach an "Exhibit A" to the final document listing each Member, their physical address, their initial capital contribution amount, and their percentage ownership.
3. Verify Signatory Authority: Ensure the individuals signing have the legal authority (via Board Resolution or Articles of Organization) to bind the entity.
4. Digital Execution: Upload the finalized document to a platform like DocuSign, Adobe Sign, or HelloSign. Ensure the "Audit Trail" feature is enabled to maintain a record of the signing IP addresses and timestamps.
5. Filing: After execution, file the necessary documents (typically the "Articles of Organization" or "Certificate of Formation") with the Secretary of State in your jurisdiction.
6. Record Retention: Maintain a signed original in the company’s "Minute Book" or digital corporate records repository. Do not discard; this is a permanent legal record.