Operating Agreement Template Nj

OPERATING AGREEMENT: LIMITED LIABILITY COMPANY

Document ID: LLC-NJ-OPS-2024-001
Effective Date: [Date]
Version: 1.0
Governing Jurisdiction: State of New Jersey (New Jersey Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 et seq.)

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LEGAL DISCLAIMER

This document is a sophisticated template drafted to comply with the New Jersey Revised Uniform Limited Liability Company Act. It does not constitute legal advice. Given the complexity of fiduciary duties, tax elections (S-Corp/C-Corp), and member withdrawal rights under New Jersey law, it is strongly recommended that this document be reviewed by licensed counsel prior to execution to ensure alignment with the specific capitalization and governance strategy of the entity.

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ARTICLE I: ORGANIZATION AND PARTIES

This Operating Agreement (the “Agreement”) is entered into as of the [Effective Date] (the “Effective Date”) by and between the members identified in the attached Schedule A (the “Members”) for the purpose of governing the operations of [Company Full Legal Name], a New Jersey limited liability company (the “Company”), located at [Principal Address].

ARTICLE II: BUSINESS PURPOSE AND TERM

The purpose of the Company is to engage in any lawful business, trade, or activity for which a limited liability company may be organized under the laws of the State of New Jersey. The Company shall continue in perpetual existence unless dissolved in accordance with the provisions of this Agreement or the New Jersey Revised Uniform Limited Liability Company Act.

ARTICLE III: CAPITAL CONTRIBUTIONS AND OWNERSHIP

3.1 Initial Contributions. Each Member has contributed the amount set forth in Schedule A as their initial capital contribution. 3.2 Percentage Interests. Ownership interests in the Company shall be held by the Members in the percentages specified in Schedule A (the “Membership Interests”). 3.3 No Interest on Contributions. No Member shall be entitled to interest on their capital contribution.

ARTICLE IV: MANAGEMENT AND VOTING

4.1 Management. The Company shall be managed by [Member-Managed or specify Manager]. The Manager(s) shall have the authority to bind the Company in the ordinary course of business. 4.2 Voting. Except as otherwise required by law, all decisions shall be made by a simple majority vote of the Membership Interests. 4.3 Fiduciary Duties. The Managers and Members shall owe the Company and each other the duties of loyalty and care as provided under N.J.S.A. 42:2C-39.

ARTICLE V: ALLOCATIONS AND DISTRIBUTIONS

Profits, losses, and tax allocations shall be allocated among the Members in proportion to their respective Membership Interests. Distributions shall be made at such times and in such amounts as determined by the Manager(s), subject to the solvency requirements of New Jersey law.

ARTICLE VI: TRANSFER OF MEMBERSHIP INTERESTS

No Member may sell, assign, encumber, or otherwise transfer their interest in the Company without the prior written consent of a majority of the remaining Members. Any attempted transfer in violation of this section shall be void ab initio.

ARTICLE VII: CONFIDENTIALITY

Each Member acknowledges that they will have access to proprietary information of the Company. Each Member agrees to maintain the confidentiality of all non-public information and shall not disclose such information to any third party without prior written consent, except as required by law.

ARTICLE VIII: INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Limitation of Liability. No Manager or Member shall be liable to the Company or any other Member for any loss, damage, or claim incurred by reason of any act or omission performed in good faith on behalf of the Company, unless such act constitutes gross negligence or willful misconduct. 8.2 Indemnification. The Company shall indemnify, defend, and hold harmless any Manager or Member to the fullest extent permitted by New Jersey law from any claims or liabilities arising out of their service to the Company.

ARTICLE IX: DISSOLUTION

The Company shall be dissolved only upon the affirmative vote of [Percentage]% of the Membership Interests or the occurrence of an event requiring dissolution under N.J.S.A. 42:2C-48. Upon dissolution, assets shall be liquidated and distributed to satisfy debts, then to Members in accordance with their capital accounts.

ARTICLE X: DISPUTE RESOLUTION

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled by binding arbitration in [County Name], New Jersey, in accordance with the rules of the American Arbitration Association. The prevailing party shall be entitled to recover reasonable attorney’s fees and costs.

ARTICLE XI: MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. 11.2 Entire Agreement. This document constitutes the entire agreement between the parties and supersedes all prior understandings. 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 / CLIENT NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Preparation: Fill in all bracketed fields (e.g., [Company Full Legal Name], [Principal Address]) in a word processor.
2. Schedule A: Create a separate document titled "Schedule A" listing each Member’s name, address, capital contribution amount, and percentage ownership. Attach this to the Agreement.
3. Verification: Verify the signatory authority of the individuals signing for any entities (check the corporate bylaws or incumbency certificate of the member entity).
4. Execution: Use an e-signature platform (DocuSign/Adobe Sign) or wet ink. Ensure each Member receives an identical, fully signed original copy.
5. Record Retention: Under New Jersey law, the Company must maintain a copy of the Operating Agreement at its principal place of business.
6. Filing: This Agreement does not need to be filed with the New Jersey Secretary of State (unlike the Certificate of Formation). Keep it in your permanent corporate minute book.