Operating Agreement Template Example

OPERATING AGREEMENT (LIMITED LIABILITY COMPANY)

Document ID: LLC-OA-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: [State/Province], [Country]

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STATUTORY & LEGAL COMPLIANCE NOTICE

Disclaimer: This template is provided for informational and drafting purposes only and does not constitute formal legal advice. Operating agreements are subject to specific state statutes (e.g., Delaware Limited Liability Company Act). Users are strictly advised to consult with qualified legal counsel in the applicable jurisdiction to ensure full regulatory compliance, tax optimization, and alignment with specific entity objectives before execution.

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ARTICLE I: PARTIES AND RECITALS

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

[Company Full Legal Name], a [State] limited liability company, with its principal place of business located at [Principal Address] (the "Company"); and

[Member/Manager Full Legal Name], with a principal address located at [Address] (the "Member").

RECITALS: WHEREAS, the parties desire to form a Limited Liability Company under the laws of [Governing Jurisdiction] for the purpose of conducting lawful business activities; and WHEREAS, the parties intend to define their respective rights, obligations, and capital contributions through this Agreement.

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ARTICLE II: OPERATIVE CLAUSES

1. FORMATION AND PURPOSE

The Company is formed pursuant to the laws of [Governing Jurisdiction]. The purpose of the Company is to engage in [Description of Business Activity] and any other lawful business for which a limited liability company may be organized.

2. CAPITAL CONTRIBUTIONS

The Members have contributed the initial sum of $[Amount in USD] to the Company as of the Effective Date. No Member shall be required to make any further capital contributions unless agreed upon in writing by the majority of Members.

3. ALLOCATION OF PROFITS AND LOSSES

Profits, losses, and tax items shall be allocated to the Members in proportion to their respective percentage interests in the Company, as recorded in the Company’s books and records.

4. MANAGEMENT AND AUTHORITY

The business and affairs of the Company shall be managed by [Manager Name/Members]. The Manager shall have the authority to bind the Company in the ordinary course of business, provided that any expenditure exceeding $[Amount] requires the prior written consent of the majority of the Members.

5. TERM AND TERMINATION

The Company shall continue in perpetuity 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 specified in the [Governing Jurisdiction] statutes.

6. INTELLECTUAL PROPERTY AND WORK PRODUCT

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

7. CONFIDENTIALITY

During the term of this Agreement and for a period of [Number] years thereafter, each Member agrees to maintain the confidentiality of all proprietary information, trade secrets, and non-public financial data of the Company.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

To the fullest extent permitted by law, the Company shall indemnify and hold harmless its Managers and Members from any claims, liabilities, or expenses (including reasonable attorney fees) arising out of the performance of their duties, except in cases of gross negligence, fraud, or intentional misconduct.

9. DISPUTE RESOLUTION

Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association. The prevailing party shall be entitled to recovery of reasonable attorney fees and costs.

10. GOVERNING LAW

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

11. MISCELLANEOUS

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

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ARTICLE III: EXECUTION

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

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

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APPENDIX: EXECUTION & FILING GUIDE

1. Drafting Phase: Utilize the bracketed fields in this document to input specific entity data. Ensure the "Governing Jurisdiction" matches the state where the LLC filed its Articles of Organization.
2. Verification of Authority: Ensure the individual signing for the Company has the corporate authority (per the Articles or board resolution) to bind the entity.
3. Execution: Use an e-signature platform (e.g., DocuSign, Adobe Sign) for a robust audit trail. Ensure all parties receive an electronically signed copy immediately upon completion.
4. Corporate Recordkeeping: Store the executed PDF in the Company’s "Minute Book" (physical or digital).
5. Regulatory Filing: Check if your jurisdiction requires a copy of the Operating Agreement to be filed with the Secretary of State; most jurisdictions require it to be kept at the Principal Office rather than filed publicly.