Operating Agreement Template Michigan

OPERATING AGREEMENT: LIMITED LIABILITY COMPANY

DOCUMENT ID: LLC-MI-2024-001
EFFECTIVE DATE: [Effective Date]
VERSION: 1.0
GOVERNING JURISDICTION: State of Michigan, pursuant to the Michigan Limited Liability Company Act (MCL 450.4101 et seq.)

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LEGAL NOTICE & DISCLAIMER

This document is a template drafted to comply with the general provisions of the Michigan Limited Liability Company Act. It does not constitute legal advice. Because entity structure, tax elections (S-Corp/C-Corp), and member dynamics vary significantly, this document must be reviewed by licensed legal counsel in the State of Michigan prior to execution to ensure compliance with specific business objectives, tax liabilities, and regulatory requirements.

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1. PARTIES AND RECITALS

This Operating Agreement (the "Agreement") is entered into as of the Effective Date by and among the Members identified in Exhibit A (the "Members") of [Company Full Legal Name], a Michigan limited liability company (the "Company").

RECITALS: WHEREAS, the Members desire to form and operate a limited liability company under the laws of the State of Michigan; WHEREAS, the Members wish to set forth their respective rights, duties, and obligations regarding the management and operation of the Company; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

2. FORMATION AND PURPOSE

2.1 Formation. The Company was formed by the filing of Articles of Organization with the Michigan Department of Licensing and Regulatory Affairs (LARA). 2.2 Name. The business of the Company shall be conducted under the name [Company Full Legal Name]. 2.3 Purpose. The Company is formed for the purpose of [State specific business activity] and any other lawful business activity for which a limited liability company may be formed in Michigan.

3. CAPITAL CONTRIBUTIONS

3.1 Initial Contributions. Each Member shall contribute the initial capital set forth in Exhibit A. 3.2 Additional Contributions. No Member shall be required to make additional capital contributions unless unanimously approved by all Members in writing.

4. PROFITS, LOSSES, AND DISTRIBUTIONS

4.1 Allocation. Profits and losses shall be allocated to the Members in proportion to their respective Percentage Interests as set forth in Exhibit A. 4.2 Distributions. Distributions of cash or other assets shall be made at such times and in such amounts as determined by the Manager or a Majority of Members.

5. MANAGEMENT AND VOTING

5.1 Management. The Company shall be [Member-Managed / Manager-Managed]. If Manager-Managed, the Manager shall be [Name of Manager]. 5.2 Voting. Except as otherwise required by the Michigan Limited Liability Company Act, all decisions shall be made by a vote of the Members holding a majority of the Percentage Interests.

6. TRANSFER OF INTERESTS

No Member may sell, assign, transfer, or encumber their interest in the Company without the prior written consent of all other Members. Any attempted transfer in violation of this section shall be null and void.

7. TERM AND DISSOLUTION

7.1 Term. The Company shall continue in existence until dissolved as provided herein or by law. 7.2 Dissolution. The Company shall dissolve upon: (a) the written agreement of all Members; or (b) the entry of a decree of judicial dissolution.

8. INDEMNIFICATION AND LIABILITY

8.1 Limitation of Liability. No Member or Manager shall be liable to the Company or any Member for any act or omission performed in good faith within the scope of their authority, except in cases of gross negligence or willful misconduct. 8.2 Indemnification. The Company shall indemnify and hold harmless any Member or Manager to the fullest extent permitted by Michigan law against all expenses, judgments, and settlements incurred in connection with any legal proceeding arising out of their service to the Company.

9. CONFIDENTIALITY

The Members agree that all non-public information concerning the Company, its business, and its assets shall be kept strictly confidential and shall not be disclosed to any third party without the express written consent of the Company, except as required by law.

10. DISPUTE RESOLUTION

10.1 Mediation. In the event of a dispute arising out of this Agreement, the parties shall first attempt to resolve the matter through good-faith mediation in [County Name], Michigan. 10.2 Arbitration. If mediation fails, the dispute shall be settled by binding arbitration conducted under the rules of the American Arbitration Association. The prevailing party shall be entitled to recover reasonable attorney’s fees.

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. 11.2 Entire Agreement. This document constitutes the entire agreement among the Members regarding the subject matter hereof and supersedes all prior agreements. 11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.

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EXECUTION

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

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

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Replace all bracketed text [ ] with actual data. Use a consistent font throughout the document.
2. Exhibit A: Attach a separate document titled "Exhibit A" listing: (a) Member Names, (b) Addresses, (c) Capital Contribution Amounts, and (d) Percentage Interests.
3. Signatory Authority: Ensure signatories are authorized by the Company’s bylaws or a formal Board Resolution to execute binding contracts.
4. Execution: Use an electronic signature platform (e.g., DocuSign, Adobe Sign) for a verifiable audit trail. Ensure all Members sign in the presence of one another or separately as permitted by local law.
5. Record Retention: Once executed, maintain the original hard copy in the Company’s "Minute Book." Retain a secure digital copy in the Company’s cloud repository.
6. State Filings: While this agreement stays internal, ensure the Company's Annual Report is filed with LARA annually to maintain "Good Standing."