Operating Agreement Template Legalzoom

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

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

LEGAL DISCLAIMER

This document is a sophisticated template drafted for general corporate utility. It does not constitute specific legal advice. Operating agreements are subject to the specific statutes of the jurisdiction of formation (e.g., Delaware Limited Liability Company Act). Users are strongly advised to retain local counsel to ensure compliance with state-specific filing requirements, tax elections, and fiduciary duty modifications.

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1. PARTIES AND RECITALS

This Operating Agreement ("Agreement") is entered into as of the [Effective Date] by and among the Members listed in Exhibit A (the "Members").

1.1 Company Information: The Members have formed a Limited Liability Company under the laws of the State of [State of Formation] under the name [Company Full Legal Name] (the "Company").

1.2 Purpose: The purpose of the Company is to engage in [Business Purpose/Scope] and any other lawful business for which a limited liability company may be organized under the laws of the State of [State of Formation].

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2. CAPITAL CONTRIBUTIONS AND MEMBERSHIP

2.1 Initial Contributions: Each Member has contributed the amount set forth in Exhibit A in cash, property, or services, the receipt of which is hereby acknowledged.

2.2 Additional Contributions: No Member shall be required to make additional capital contributions unless unanimously approved by the Members in writing.

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3. ALLOCATIONS AND DISTRIBUTIONS

3.1 Profits and Losses: Net profits and net losses shall be allocated to the Members in proportion to their respective Percentage Interests as set forth in Exhibit A.

3.2 Distributions: Distributions of cash or other assets shall be made at such times and in such amounts as determined by the [Managing Member/Board of Managers], subject to applicable solvency requirements under state law.

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4. MANAGEMENT AND GOVERNANCE

4.1 Management Structure: The Company shall be managed by [Member-Managed/Manager-Managed]. [Name of Manager, if applicable] shall serve as the initial Manager.

4.2 Authority: The Manager (or Members, if member-managed) shall have full authority to bind the Company in the ordinary course of business, provided that any transaction exceeding [Amount in USD] requires the written consent of a majority of the Members.

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5. INTELLECTUAL PROPERTY AND WORK MADE FOR HIRE

5.1 Ownership: All work product, inventions, designs, and developments created by any Member or employee for the Company shall be deemed "work made for hire" and shall remain the exclusive property of the Company.

5.2 Assignment: To the extent any work does not qualify as "work made for hire," each Member hereby irrevocably assigns all right, title, and interest in such intellectual property to the Company.

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6. CONFIDENTIALITY AND NON-DISCLOSURE

6.1 Confidential Information: Members agree to hold all non-public information concerning the Company’s business, finances, or trade secrets in strict confidence and shall not disclose such information to any third party without prior written consent.

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7. LIMITATION OF LIABILITY AND INDEMNIFICATION

7.1 Limitation: To the maximum extent permitted by law, no Member or Manager shall be liable to the Company for any act or omission taken in good faith.

7.2 Indemnification: The Company shall indemnify and hold harmless each Member and Manager from and against any losses, claims, or liabilities arising out of their service to the Company, provided such acts were not a result of gross negligence or willful misconduct.

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8. TERM AND TERMINATION

8.1 Term: The Company shall continue in existence until dissolved by a majority vote of the Members or upon the occurrence of an event of dissolution as defined by the [State of Formation] Limited Liability Company Act.

8.2 Breach: In the event of a material breach, the non-breaching party shall provide 30 days’ written notice to cure. If the breach remains uncured, the Company may pursue legal remedies including, but not limited to, involuntary dissociation of the breaching Member.

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9. DISPUTE RESOLUTION AND GOVERNING LAW

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

9.2 Arbitration: Any dispute arising out of this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be [City, State].

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10. MISCELLANEOUS

10.1 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, oral or written.

10.2 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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11. EXECUTION

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

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

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STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Preparation: Open this document in a word processor. Replace all bracketed items (e.g., [Company Full Legal Name]) with actual entity data. Ensure the "Governing Jurisdiction" matches the state where your Articles of Organization/Incorporation were filed.
2. Exhibit A Creation: Draft a separate table (Exhibit A) listing each member's name, address, capital contribution amount, and percentage interest. Attach this to the back of the agreement.
3. Signatory Verification: Ensure the person signing has the legal authority (as per the Company's Bylaws or Articles) to bind the entity.
4. Digital Execution: Upload the finalized PDF to a secure e-signature platform (e.g., DocuSign, Adobe Sign, or HelloSign). Utilize "Qualified Electronic Signature" settings if cross-border, or standard audit-trail settings for domestic commerce.
5. Record Retention:
   • Maintain the signed original in the Company's Minute Book or digital corporate registry.
   • Provide a digital copy to all members.
   • If required by state law, ensure a copy is maintained at the Company’s principal office address for inspection.
6. Filing: This is an internal governance document. Unlike "Articles of Organization," it generally does not need to be filed with the Secretary of State, unless specifically required by local administrative code.