Operating Agreement Template Ohio

OPERATING AGREEMENT FOR A LIMITED LIABILITY COMPANY (OHIO)

DOCUMENT ID: OH-LLC-OA-2024-001
EFFECTIVE DATE: [Effective Date]
VERSION: 1.0
GOVERNING JURISDICTION: State of Ohio

STATUTORY & LEGAL COMPLIANCE NOTICE

This document constitutes a legal contract governing the internal affairs of a Limited Liability Company organized under the Ohio Revised Code (ORC), specifically Chapter 1706. This template is provided for informational purposes and does not constitute formal legal advice. Use of this document does not create an attorney-client relationship. Given the complexities of tax law (IRS Subchapter K) and state-specific statutory updates, it is strongly recommended that this document be reviewed by licensed legal counsel prior to execution to ensure compliance with specific business objectives and current Ohio law.

ARTICLE I: PARTIES AND FORMATION

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

1.1 Formation. The Members have formed a Limited Liability Company ("Company") under the laws of the State of Ohio by filing Articles of Organization with the Ohio Secretary of State. 1.2 Name. The name of the Company shall be [Company Full Legal Name]. 1.3 Principal Office. The principal place of business shall be located at [Principal Address], or such other location as the Members may determine. 1.4 Registered Agent. The Company’s agent for service of process in Ohio is [Registered Agent Name], located at [Registered Agent Address].

ARTICLE II: CAPITAL CONTRIBUTIONS AND OWNERSHIP

2.1 Initial Contributions. Each Member has contributed the amount in USD set forth in Exhibit A in exchange for their respective ownership interest. 2.2 Additional Contributions. No Member shall be required to make additional capital contributions unless unanimously agreed upon in writing by all Members. 2.3 Ownership Interests. Membership interests are divided into [Total Units/Percentage] units, allocated as specified in Exhibit A.

ARTICLE III: MANAGEMENT AND VOTING

3.1 Management. The Company shall be managed by [Member-Managed or Manager-Managed]. If Manager-managed, the Manager is [Manager Name]. 3.2 Voting. Except as otherwise provided herein, all decisions regarding the business of the Company shall require a [Majority/Unanimous] vote of the Members. 3.3 Authority. No Member or Manager shall have the authority to bind the Company to any contract or obligation exceeding $[Amount in USD] without prior written consent from the membership.

ARTICLE IV: DISTRIBUTIONS AND TAXATION

4.1 Distributions. Net profits and losses shall be distributed to Members in proportion to their respective percentage interests, as determined by the Manager(s) on a [Quarterly/Annual] basis. 4.2 Tax Status. The Company shall be taxed as a [Partnership/Disregarded Entity/Corporation] for federal and state income tax purposes.

ARTICLE V: TRANSFERS AND DISSOLUTION

5.1 Transfer Restrictions. No Member may sell, assign, or encumber their membership interest without the prior written consent of the non-transferring Members. 5.2 Dissolution. The Company shall dissolve upon the occurrence of: (a) the written agreement of all Members; (b) the entry of a decree of judicial dissolution; or (c) the death, bankruptcy, or resignation of a Member, unless the remaining Members elect to continue the business within 90 days.

ARTICLE VI: INDEMNIFICATION AND LIABILITY

6.1 Limitation of Liability. No Member or Manager shall be liable to the Company or other Members for any loss or damage sustained by the Company, except for acts of gross negligence, willful misconduct, or knowing violation of law. 6.2 Indemnification. The Company shall indemnify and hold harmless any Member or Manager from all claims, costs, and expenses arising out of their service to the Company, to the maximum extent permitted by Ohio law.

ARTICLE VII: DISPUTE RESOLUTION

7.1 Mediation/Arbitration. Any dispute arising under this Agreement shall first be submitted to non-binding mediation. If mediation fails, the dispute shall be resolved through mandatory, binding arbitration conducted in [County], Ohio, in accordance with the rules of the American Arbitration Association.

ARTICLE VIII: MISCELLANEOUS

8.1 Entire Agreement. This document constitutes the entire agreement between the parties and supersedes all prior understandings. 8.2 Severability. If any provision of this Agreement is held invalid, the remainder of the Agreement shall remain in full force and effect. 8.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

EXECUTION & SIGNATURE BLOCKS

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

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

STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Copy the text above into a word processor. Replace all bracketed text [ ] with the actual data. Ensure Exhibit A (attached separately) lists all Member names, addresses, and capital contribution amounts.
2. Review: Ensure that the "Management" clause (Article 3.1) accurately reflects whether the Company is Member-Managed (all owners run it) or Manager-Managed (specific individuals run it).
3. Verification: Verify the signatory's authority via the Company’s Articles of Organization or a Board Resolution.
4. Execution: Use an electronic signature platform (DocuSign, Adobe Sign, or HelloSign) that provides an audit trail. Ensure every Member signs a copy.
5. Record Retention: Once executed, retain a digital PDF copy in a secure, encrypted cloud repository. Keep a hard copy in the Company’s "Minute Book."
6. Ohio Compliance: While an Operating Agreement does not need to be filed with the Ohio Secretary of State, it must be kept at the Company’s principal office and made available for inspection by Members per ORC 1706.09.