Operating Agreement Template Arkansas

OPERATING AGREEMENT FOR [COMPANY FULL LEGAL NAME], LLC

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

---

1. STATUTORY & LEGAL COMPLIANCE NOTICE

DISCLAIMER: This document is drafted to comply with the Arkansas Small Business Entity Tax Pass Through Act and the Arkansas Limited Liability Company Act (Ark. Code Ann. § 4-32-101 et seq.). This template is provided for informational and drafting purposes only and does not constitute formal legal advice. Execution of this document establishes a legally binding contract. Parties are strongly advised to consult with Arkansas-licensed counsel to ensure alignment with specific tax elections (e.g., S-Corp status) and bespoke operational requirements.

---

2. PARTIES & RECITALS

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date] by and among the Members identified in Exhibit A (the "Members").

WHEREAS, the Members have formed a Limited Liability Company under the laws of the State of Arkansas, known as [Company Full Legal Name] (the "Company");

WHEREAS, the Members desire to adopt this Agreement to govern the management, financial affairs, and internal operations of the Company.

---

3. OPERATIVE CLAUSES

ARTICLE I: ORGANIZATION & PURPOSE

1.1 Formation. The Company was formed via Articles of Organization filed with the Arkansas Secretary of State.
1.2 Purpose. The Company is formed to conduct any lawful business, trade, or activity for which LLCs may be organized under Arkansas law.
1.3 Principal Office. The principal office of the Company shall be [Principal Address].

ARTICLE II: MEMBERSHIP & CAPITAL CONTRIBUTIONS

2.1 Initial Contributions. Each Member shall contribute the amount of [Amount in USD] or specified property as set forth in Exhibit A.
2.2 Limited Liability. No Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member.

ARTICLE III: MANAGEMENT

3.1 Management Structure. The Company shall be [Member-Managed / Manager-Managed].
3.2 Authority. Decisions regarding the ordinary course of business shall be made by [Majority Vote / Manager]. Actions outside the ordinary course (e.g., sale of substantially all assets, merger, dissolution) require unanimous consent.

ARTICLE IV: ALLOCATIONS & DISTRIBUTIONS

4.1 Profits and Losses. Profits and losses shall be allocated to Members in proportion to their respective Percentage Interests as listed in Exhibit A.
4.2 Distributions. Cash distributions shall be made at such times and in such amounts as determined by the [Manager/Members].

ARTICLE V: TRANSFER OF INTERESTS

5.1 Restrictions. No Member may sell, assign, or encumber their interest without the prior written consent of a majority of the remaining Members.
5.2 Right of First Refusal. Any Member desiring to transfer their interest must first offer such interest to the Company, then to the other Members, on the same terms and conditions.

ARTICLE VI: DISSOLUTION & TERMINATION

6.1 Events of Dissolution. The Company shall dissolve upon the unanimous agreement of the Members or the entry of a decree of judicial dissolution under Arkansas law.
6.2 Winding Up. Upon dissolution, the Company’s assets shall be liquidated, debts satisfied, and remaining proceeds distributed to Members per their capital account balances.

ARTICLE VII: INDEMNIFICATION & LIABILITY

7.1 Indemnification. The Company shall indemnify any Member or Manager to the fullest extent permitted by Arkansas law for any act or omission performed in good faith on behalf of the Company.
7.2 Limitation of Liability. No Member or Manager shall be liable to the Company for damages arising from any act or omission performed in good faith, provided such conduct does not constitute gross negligence or willful misconduct.

ARTICLE VIII: DISPUTE RESOLUTION

8.1 Mediation/Arbitration. Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in [County], Arkansas, in accordance with the rules of the American Arbitration Association.

ARTICLE IX: MISCELLANEOUS

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas.
9.2 Entire Agreement. This document constitutes the entire agreement between the Members and supersedes all prior understandings.
9.3 Severability. If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect.

---

4. EXECUTION & FORMAL SIGNATURE BLOCKS

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

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

---

5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Customization: Open this document in a word processor. Perform a "Find and Replace" for all bracketed terms (e.g., [Company Full Legal Name]). Ensure all dollar amounts are written in both numerical and word format (e.g., $10,000.00 / Ten Thousand US Dollars).
2. Exhibit A Construction: Create a separate "Exhibit A" attachment listing each Member’s name, address, initial capital contribution, and percentage ownership.
3. Signatory Verification: Ensure the individual signing for the Company is explicitly authorized to bind the entity via the Articles of Organization or a separate Board Resolution.
4. Execution:
   • Print two originals (or use DocuSign/Adobe Sign for electronic binding).
   • Ensure all members initial the bottom of each page to prevent substitution of terms.
5. Record Retention: Store one fully executed copy at the Company’s principal office. Provide a duplicate copy to each Member. Under Arkansas law, this document does not need to be filed with the Secretary of State, but it must be available for inspection at the principal office.