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 [State of Incorporation]

---

LEGAL DISCLAIMER AND NOTICE

THIS DOCUMENT IS A GENERAL TEMPLATE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. It does not constitute legal advice or an attorney-client relationship. LLC laws (e.g., the Revised Uniform Limited Liability Company Act) vary significantly by jurisdiction. Failure to customize this agreement to reflect your specific capital structure, management preferences, and tax elections may result in unintended legal or tax consequences. Consult with a qualified attorney and tax professional in your specific jurisdiction before execution.

---

ARTICLE I: PARTIES AND FORMATION

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date] by and among the undersigned members (collectively, the "Members"):

1. [Member 1 Name], residing at [Principal Address].
2. [Member 2 Name], residing at [Principal Address].

The Members hereby form a Limited Liability Company under the laws of the State of [State of Incorporation] under the name [Company Full Legal Name] (the "Company").

---

ARTICLE II: OPERATIVE CLAUSES

1. PURPOSE AND SCOPE

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 under the laws of the governing jurisdiction.

2. CAPITAL CONTRIBUTIONS

Members shall contribute the following initial capital to the Company:

• [Member 1 Name]: $[Amount in USD]
• [Member 2 Name]: $[Amount in USD] No Member shall be required to make any additional capital contributions unless unanimously agreed upon in writing.

3. ALLOCATION OF PROFITS AND LOSSES

Profits, losses, and tax items shall be allocated to the Members in proportion to their respective Membership Interests, which are initially [Percentage]% for [Member 1] and [Percentage]% for [Member 2].

4. MANAGEMENT AND AUTHORITY

The Company shall be [Member-Managed / Manager-Managed]. Decisions outside the ordinary course of business, including the sale of assets or incurrence of debt exceeding $[Amount in USD], require unanimous written consent of all Members.

5. TERM AND TERMINATION

The Company shall continue in perpetuity unless dissolved by: (a) the written agreement of all Members; (b) the entry of a decree of judicial dissolution; or (c) the occurrence of an event of dissociation regarding a Member that is not cured within [Number] days.

6. INTELLECTUAL PROPERTY

All work product, inventions, and developments created by a Member or employee within the scope of Company business shall be deemed "Work Made for Hire" and shall remain the sole and exclusive property of the Company.

7. CONFIDENTIALITY

Members shall not disclose any proprietary information, trade secrets, or client data of the Company to any third party during or after their tenure as a Member without prior written consent, except as required by law.

8. INDEMNIFICATION AND LIABILITY

To the fullest extent permitted by law, the Company shall indemnify and hold harmless any Member or Manager 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 the debts, obligations, or liabilities of the Company solely by reason of being a Member.

9. DISPUTE RESOLUTION

Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be [City, State].

10. GOVERNING LAW

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

---

ARTICLE III: 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 document constitutes the entire agreement between the Members and supersedes all prior understandings.
Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.

---

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 1]: Signature: _____________________________________ Printed Name: [Member Name] Date: [Date]

FOR [MEMBER 2]: Signature: _____________________________________ Printed Name: [Member Name] Date: [Date]

---

STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Document Customization: Replace all bracketed text [...] with actual data. Ensure percentage ownership totals 100%.
2. Review: Have a local business attorney review the "Management" clause (Article II, Section 4) to ensure it aligns with your state's requirements for "Member-Managed" vs "Manager-Managed" structures.
3. Verify Authority: Ensure the individual signing for the Company has the corporate authority (via Articles of Organization or Board Resolution) to enter into binding contracts.
4. Execution:
   • Print two hard copies for wet-ink signatures OR utilize a secure digital platform like DocuSign or Adobe Sign.
   • Ensure all Members receive a fully executed digital copy.
5. Record Retention: Maintain the executed Agreement in the Company’s "Minute Book" or digital corporate records repository.
6. Filing: This is an internal document; however, ensure your Articles of Organization are filed with the Secretary of State in your jurisdiction to formally finalize the entity's existence.