Operating Agreement Template Docx

OPERATING AGREEMENT (LIMITED LIABILITY COMPANY)

Document ID: OA-LLC-202X-001
Effective Date: [Date, e.g., January 1, 2024]
Version: 1.0
Governing Jurisdiction: State of [State Name]

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LEGAL DISCLAIMER

This document constitutes a template for an Operating Agreement for a Limited Liability Company. It is provided for informational purposes only and does not constitute legal, tax, or financial advice. Laws governing Limited Liability Companies vary significantly by jurisdiction. Users are strictly advised to retain qualified legal counsel to review this document to ensure compliance with the specific statutes of the jurisdiction in which the entity is formed and operates. No attorney-client relationship is created by the use of this template.

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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 individuals/entities listed in Schedule A (the "Members"), forming a Limited Liability Company under the laws of the State of [State Name] (the "Company").

Company Name: [Company Full Legal Name]
Principal Address: [Company Physical Street Address, City, State, Zip]
Initial Capital Contribution: [Amount in USD]

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2. FORMATION AND PURPOSE

The Members hereby form a Limited Liability Company pursuant to the laws of [State Name]. The Company shall conduct any lawful business activity for which an LLC may be organized, including but not limited to [Brief Description of Business Purpose].

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3. MEMBERSHIP AND CAPITAL CONTRIBUTIONS

The Members have contributed the capital set forth in Schedule A. No Member shall be required to make any additional capital contributions unless unanimously agreed upon in writing. Interest shall not accrue on any capital contributions.

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4. PROFIT, LOSS, AND DISTRIBUTIONS

Net profits and net losses of the Company shall be allocated to the Members in proportion to their respective percentage interests as defined in Schedule A. Distributions shall be made at such times and in such amounts as determined by the [Manager/Board/Majority of Members].

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5. MANAGEMENT AND VOTING

The Company shall be [Member-Managed/Manager-Managed]. [Name of Manager, if applicable] is hereby appointed as the initial Manager. Decisions regarding the day-to-day operations shall be made by the Manager; extraordinary actions (e.g., sale of assets, dissolution, merger) require the affirmative vote of Members holding [Percentage]% of the voting interest.

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6. INTELLECTUAL PROPERTY OWNERSHIP

All work product, inventions, designs, or developments created by a Member or employee for the Company shall be deemed "Work Made for Hire" and shall be the sole and exclusive property of the Company. Each Member hereby assigns to the Company all right, title, and interest in such intellectual property.

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7. CONFIDENTIALITY AND NON-DISCLOSURE

Members shall maintain in strict confidence all non-public information concerning the Company, its business, and its assets. This obligation survives the termination of this Agreement or a Member’s withdrawal from the Company.

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8. TERM AND DISSOLUTION

The Company shall continue in perpetuity unless dissolved by: (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 Company to carry on its business.

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9. INDEMNIFICATION AND LIMITATION OF LIABILITY

To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Members, Managers, and officers from any loss, damage, or claim incurred by reason of any act or omission performed in good faith on behalf of the Company. No Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member.

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10. DISPUTE RESOLUTION AND GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of [State Name]. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in [City, State] in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

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11. MISCELLANEOUS

• Entire Agreement: This document constitutes the entire agreement between the parties.
• Severability: If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect.
• Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.

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12. 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/CLIENT NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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13. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Customization: Open the template in Microsoft Word or Google Docs. Use the "Find & Replace" function to populate all bracketed fields (e.g., [Company Full Legal Name]).
2. Schedule A: Append a "Schedule A" at the end of the document detailing Member names, addresses, capital contributions, and percentage interests.
3. Review: Have the final draft reviewed by a licensed attorney in the formation jurisdiction to ensure compliance with specific state LLC statutes.
4. Signatory Authority: Verify that the individuals signing have the legal authority (e.g., via Board Resolution or Bylaws) to bind the entity.
5. Digital Execution: Utilize platforms such as DocuSign or Adobe Sign to collect signatures. Ensure the "Audit Trail" feature is enabled for maximum evidentiary value.
6. Filing: Ensure a copy of the executed Agreement is kept at the Company’s principal office. If required by state law, file the Articles of Organization (or equivalent) with the Secretary of State.
7. Record Retention: Maintain the signed original in a secure digital repository and a physical "Minute Book" or corporate records binder.