Operating Agreement Template Google Docs

OPERATING AGREEMENT FOR LIMITED LIABILITY COMPANY

Document ID: LLC-OPS-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: [State/Jurisdiction, e.g., Delaware]

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STATUTORY & LEGAL COMPLIANCE NOTICE

DISCLAIMER: This document is a template provided for informational purposes only and does not constitute formal legal advice. Operating agreements are highly sensitive to specific state statutes (e.g., Delaware LLC Act, California Revised Uniform Limited Liability Company Act). Use of this template does not create an attorney-client relationship. You are advised to consult with qualified legal counsel in your specific jurisdiction to ensure compliance with local tax, securities, and corporate filing requirements before execution.

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1. PARTIES AND RECITALS

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

[Company Full Legal Name], a limited liability company organized under the laws of [State], having its principal place of business at [Principal Address] (the "Company"), and the Members listed in Exhibit A attached hereto (the "Members").

WHEREAS, the Members desire to form and operate a Limited Liability Company under the laws of the State of [State] and desire to set forth their rights, duties, and obligations in this Agreement.

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2. FORMATION AND PURPOSE

2.1 Formation. The Company has been organized as a limited liability company by the filing of a Certificate of Formation with the Secretary of State of [State]. 2.2 Purpose. The purpose of the Company is to engage in [Description of Business Activities] and any other lawful act or activity for which a limited liability company may be formed.

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3. CAPITAL CONTRIBUTIONS AND INTERESTS

3.1 Initial Contributions. Each Member shall contribute the amount of [Amount in USD] to the Company as set forth in Exhibit A. 3.2 Membership Interests. The membership interests of the Members shall be allocated in accordance with their respective capital contributions, subject to adjustment as provided herein.

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4. MANAGEMENT AND GOVERNANCE

4.1 Management. The Company shall be [Member-Managed/Manager-Managed]. [If Manager-Managed, insert Name of Manager]. 4.2 Authority. The Manager(s) shall have the authority to bind the Company in the ordinary course of business. Major decisions, including the sale of substantially all assets or merger, require the unanimous consent of the Members.

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5. DISTRIBUTIONS AND TAXES

5.1 Distributions. Net profits and losses shall be distributed to Members in proportion to their Membership Interest, at such times as determined by the Manager. 5.2 Tax Classification. The Company shall be treated as a [Partnership/Disregarded Entity/Corporation] for federal and state income tax purposes.

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6. INTELLECTUAL PROPERTY AND WORK PRODUCT

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

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7. CONFIDENTIALITY

Each Member agrees to hold all Proprietary Information of the Company in strict confidence and shall not disclose such information to any third party without prior written consent, except as required by law. This obligation survives the termination of this Agreement.

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8. TERM AND DISSOLUTION

8.1 Term. The Company shall continue in existence until dissolved by unanimous vote of the Members or upon the occurrence of an event causing dissolution under state law. 8.2 Winding Up. Upon dissolution, the Company's assets shall be liquidated, and proceeds shall be applied to satisfy creditors, followed by distributions to Members.

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9. LIMITATION OF LIABILITY AND INDEMNIFICATION

9.1 Liability. No Member or Manager shall be liable to the Company for any loss or damage resulting from any act or omission performed in good faith within the scope of their authority, unless such act constitutes gross negligence or willful misconduct. 9.2 Indemnification. The Company shall indemnify and hold harmless its Members and Managers to the fullest extent permitted by [State] law.

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10. DISPUTE RESOLUTION AND GOVERNING LAW

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [State]. 10.2 Arbitration. Any dispute arising out of this Agreement shall be settled by binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association.

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11. MISCELLANEOUS

11.1 Severability. If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect. 11.2 Entire Agreement. This document constitutes the entire agreement between the parties and supersedes all prior understandings. 11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

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12. EXECUTION

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

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

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Customization: Copy this text into a clean Google Doc. Use the Ctrl+F (or Cmd+F) function to find all bracketed placeholders (e.g., [State], [Amount]) and replace them with factual data.
2. Review: Ensure the "Member-Managed" vs "Manager-Managed" clause reflects your specific governance structure.
3. Internal Verification: Verify the identity of the signatories via corporate resolution or Board minutes to ensure they have legal authority to bind the entity.
4. Digital Execution: Export the final document as a PDF. Upload to a secure e-signature platform (e.g., DocuSign, Adobe Sign, or HelloSign). Ensure that the "Audit Trail" feature is enabled to capture IP addresses and timestamps for enforceability.
5. Filing & Retention:
   • File a copy with the Company's minute book (physical or digital).
   • Provide a copy to all Members.
   • If required by state law, ensure that any "Statement of Information" or "Annual Report" filings are updated to reflect current management.
   • Store the executed PDF in a secure, encrypted cloud repository with restricted access controls.