Operating Agreement Template Download

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

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

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LEGAL DISCLAIMER

This document is a standardized template provided for informational and drafting purposes only. It does not constitute legal advice or create an attorney-client relationship. Operating agreements are subject to specific state statutes (e.g., Delaware Limited Liability Company Act, California Revised Uniform Limited Liability Company Act). Users are strictly advised to consult with qualified legal counsel in the applicable jurisdiction to ensure compliance with local filing requirements, tax elections, and specific business needs.

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1. PARTIES AND RECITALS

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date] (the "Effective Date") by and between:

The Company: [Company Full Legal Name], a limited liability company organized under the laws of [State of Formation], with its principal place of business at [Company Principal Address] (the "Company").

The Members: [Member 1 Name], residing at [Address 1], and [Member 2 Name], residing at [Address 2] (collectively, the "Members").

Recitals: The Members desire to form the Company to carry on business and desire to enter into this Agreement to govern the affairs of the Company and the conduct of its business pursuant to the laws of the State of [State of Formation].

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2. FORMATION AND NAME

2.1 Formation. The Company has been organized as a limited liability company by filing Articles of Organization with the Secretary of State of [State of Formation].
2.2 Name. The business of the Company shall be conducted under the name "[Company Full Legal Name]."
2.3 Term. The Company shall continue in existence until dissolved in accordance with the provisions of this Agreement or applicable state law.

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3. CAPITAL CONTRIBUTIONS

3.1 Initial Contributions. The Members have contributed the following initial capital to the Company:

• [Member 1 Name]: $[Amount in USD]
• [Member 2 Name]: $[Amount in USD]
  3.2 Additional Contributions. No Member shall be required to make any additional capital contribution to the Company unless unanimously agreed upon by the Members in writing.

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4. ALLOCATIONS AND DISTRIBUTIONS

4.1 Profits and Losses. Profits and losses shall be allocated among the Members in proportion to their respective Membership Interests.
4.2 Distributions. Cash available for distribution shall be distributed to the Members at such times and in such amounts as determined by a Majority Vote of the Members.

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5. MANAGEMENT AND VOTING

5.1 Management. The Company shall be [Member-Managed / Manager-Managed]. If Manager-Managed, the Manager(s) shall be [Manager Name].
5.2 Voting. Except as otherwise provided herein, all decisions regarding the management of the Company shall be made by the affirmative vote of Members holding a majority of the Membership Interests.

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6. TRANSFER OF INTERESTS

6.1 Restrictions. No Member may sell, assign, transfer, or encumber all or any part of their Membership Interest without the prior written consent of the non-transferring Members, which may be withheld for any reason.

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7. DISSOLUTION AND LIQUIDATION

7.1 Events of Dissolution. The Company shall dissolve upon the unanimous written agreement of the Members or upon the entry of a decree of judicial dissolution.
7.2 Liquidation. Upon dissolution, the Company’s assets shall be liquidated, and the proceeds shall be applied first to pay creditors, and then to the Members in accordance with their capital accounts.

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8. INDEMNIFICATION AND LIABILITY

8.1 Limitation of Liability. No Member or Manager shall be liable to the Company or any other Member for any loss, damage, or claim incurred by reason of any act or omission performed in good faith on behalf of the Company.
8.2 Indemnification. The Company shall indemnify any Member or Manager to the fullest extent permitted by law for any losses or expenses arising from their service to the Company, provided such actions were taken in good faith.

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9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State of Formation].
9.2 Dispute Resolution. Any dispute arising out of this Agreement shall be submitted to binding arbitration in [City/County, State], conducted by a single arbitrator in accordance with the rules of the American Arbitration Association.

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10. MISCELLANEOUS

10.1 Entire Agreement. This Agreement constitutes the entire agreement between the Members and supersedes all prior understandings.
10.2 Severability. If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect.
10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

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11. 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]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

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12. EXECUTION AND FILING GUIDE

1. Customization: Open this document in your preferred word processor. Use the "Find and Replace" function to update all bracketed fields (e.g., [Company Full Legal Name]) with your specific entity details.
2. Review: Ensure the management structure (Member-Managed vs. Manager-Managed) reflects your actual governance model.
3. Signatory Authority: Verify that each signatory possesses the legal authority (via Board Resolution or corporate bylaws) to bind the entity.
4. Execution: For remote execution, use a compliant digital signature platform such as DocuSign or Adobe Sign to create an audit trail of the signing process.
5. Record Retention: Maintain the fully executed original in your corporate minute book or a secure digital repository. File a copy with your state’s Secretary of State if required by local statutes.
6. Regulatory Filing: Check if your state requires a "Statement of Information" or similar annual report to be filed alongside this agreement to keep the entity in good standing.