Operating Agreement Template Printable

SINGLE-MEMBER / MULTI-MEMBER LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

DOCUMENT CONTROL

• Effective Date: [Date]
• Version: 1.0 (Standard Commercial)
• Jurisdiction/Scope: State of [State of Formation]

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OFFICIAL NOTICE / DISCLAIMER

THIS DOCUMENT IS A LEGAL TEMPLATE PROVIDED FOR INFORMATIONAL AND DRAFTING PURPOSES ONLY. IT DOES NOT CONSTITUTE FORMAL LEGAL OR TAX ADVICE. THE INCORPORATION OF COMPLEX ASSET STRUCTURES, MULTI-TIERED VOTING RIGHTS, OR UNIQUE TAX ELECTIONS (SUCH AS S-CORP STATUS) REQUIRES CUSTOMIZATION BY QUALIFIED LEGAL AND FINANCIAL COUNSEL LICENSED IN THE APPLICABLE JURISDICTION. MODIFICATIONS TO THIS DOCUMENT MAY ALTER ITS LEGAL EFFECT UNDER THE APPLICABLE STATE LIMITED LIABILITY COMPANY ACT.

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PARTIES & DEFINITIONS

This Operating Agreement (the "Agreement") is entered into and made effective as of [Date], by and among the Company and each Person who executes this Agreement as a Member.

1. "Act" means the [State of Formation] Limited Liability Company Act, as amended from time to time.
2. "Capital Contribution" means the total amount of cash, property, or services contributed or agreed to be contributed to the Company by a Member pursuant to Section 4.
3. "Company" means [Company Name], LLC, a [State of Formation] limited liability company.
4. "Interest" means a Member’s share of the profits and losses of the Company and the right to receive distributions of Company assets pursuant to this Agreement and the Act.
5. "Member" means each Person who is an initial member or is admitted as a member pursuant to this Agreement, designated in Exhibit A.
6. "Percentage Interest" means the ownership percentage of a Member, as set forth opposite such Member’s name on Exhibit A.

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OPERATIVE CLAUSES & TERMS

SECTION 1: COMPANY FORMATION & DETAILS

1.1 Formation. The Company was formed as a limited liability company by filing Articles of Organization with the Secretary of State of [State of Formation] on [Date of Filing]. 1.2 Name. The name of the Company is [Company Name], LLC. 1.3 Principal Place of Business. The principal office and place of business of the Company shall be located at [Street Address, City, State, Zip], or such other place as the Managers or Members may designate from time to time. 1.4 Registered Agent. The name and address of the registered agent for service of process is [Name of Registered Agent], located at [Street Address, City, State, Zip]. 1.5 Term. The term of the Company shall be perpetual unless dissolved in accordance with the provisions of this Agreement or the Act. 1.6 Business Purpose. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act.

SECTION 2: MANAGEMENT & GOVERNANCE

2.1 Management Structure. The Company shall be managed by:

• Member-Managed: The business and affairs of the Company shall be managed by all of the Members.
• Manager-Managed: The business and affairs of the Company shall be managed by one or more Managers designated in Exhibit B. 2.2 Authority of Members / Managers. Except as otherwise expressly provided in this Agreement, the management, control, and operation of the Company shall be vested in the [Members / Managers], who shall have the full, exclusive, and complete authority to bind the Company and to make all decisions regarding Company matters. 2.3 Voting Rights. Except as otherwise required by the Act or this Agreement, decisions of the [Members / Managers] shall require the affirmative vote of Members holding a majority ([51% or other threshold]) of the Percentage Interests. 2.4 Officers. The [Members / Managers] may, from time to time, designate officers of the Company (such as President, Secretary, Treasurer) with such titles, responsibilities, and authority as determined appropriate.

SECTION 3: CAPITAL CONTRIBUTIONS

3.1 Initial Contributions. Each Member has contributed, or shall contribute upon execution of this Agreement, cash, property, or services in the amounts and/or values set forth in Exhibit A. 3.2 Additional Capital. No Member shall be required to make any additional capital contributions to the Company unless unanimously agreed upon in writing by all Members. 3.3 Capital Accounts. A separate capital account shall be maintained for each Member in accordance with U.S. Treasury Regulation Section 1.704-1(b)(2)(iv).

SECTION 4: ALLOCATIONS & DISTRIBUTIONS

4.1 Allocation of Profits and Losses. The net profits and net losses of the Company shall be allocated among the Members in proportion to their respective Percentage Interests 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 [Members / Managers], allocated pro-rata based on the Members' respective Percentage Interests. 4.3 Tax Withholding. The Company is authorized to withhold from distributions or other payments to any Member any amounts required to be withheld by federal, state, or local tax laws.

SECTION 5: BOOKS, RECORDS & TAXATION

5.1 Books and Records. The Company shall maintain accurate books and records of its accounts and financial transactions at its principal place of business. 5.2 Fiscal Year. The fiscal year of the Company shall begin on January 1 and end on December 31. 5.3 Tax Designation. For federal income tax purposes, the Company shall be treated as a [sole proprietorship / partnership / corporation]. The Members authorize the Company to make any required elections under the Internal Revenue Code.

SECTION 6: TRANSFERS & RESTRICTIONS

6.1 Restrictions on Transfer. No Member may sell, assign, transfer, pledge, mortgage, encumber, or otherwise dispose of all or any part of their Interest in the Company without the prior written consent of Members holding at least [e.g., 51% / 100%] of the Percentage Interests, which consent may be withheld in their sole discretion. 6.2 Right of First Refusal. If any Member desires to transfer all or part of their Interest, the Company and/or the remaining Members shall have a right of first refusal to purchase such Interest upon the same terms and conditions offered by a bona fide third-party purchaser.

SECTION 7: DISSOLUTION & WINDING UP

7.1 Dissolution Events. The Company shall dissolve upon:

• (a) The written agreement of Members holding [e.g., 67% or 100%] of the Percentage Interests;
• (b) The entry of a decree of judicial dissolution under the Act; or
• (c) The bankruptcy, death, withdrawal, or expulsion of a Member, unless the remaining Members elect to continue the business of the Company pursuant to the Act. 7.2 Winding Up. Upon dissolution, the Company shall cease carrying on its business, and a liquidating trustee (who may be a Member or Manager) shall wind up the affairs of the Company and liquidate its assets. Proceeds shall be applied first to creditors, second to establish reserves, and finally to Members pro-rata based on capital accounts and Percentage Interests.

SECTION 8: INDEMNIFICATION & LIABILITY

8.1 Limitation of Liability. No Member, Manager, or officer of the Company shall be personally liable to the Company or its Members for monetary damages for breach of fiduciary duty arising from operational decisions, except as prohibited by the Act. 8.2 Indemnification. The Company shall indemnify, defend, and hold harmless any Person who was or is a party to any proceeding by reason of the fact that such Person is or was a Member, Manager, or officer of the Company, to the fullest extent permitted by the Act.

SECTION 9: MISCELLANEOUS PROVISIONS

9.1 Amendments. This Agreement may be amended, modified, or changed only through a written instrument executed by all Members. 9.2 Governing Law. This Agreement, and all claims or causes of action arising out of or relating to 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. 9.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect. 9.4 Entire Agreement. This Agreement constitutes the entire agreement among the Members relating to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written.

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EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the undersigned Members have executed this Operating Agreement as of the Effective Date first written above.

MEMBER 1:

Signature: __________________________________________________
Printed Name: [Full Legal Name]
Title: [e.g., Managing Member / Member]
Date: [Date]
Percentage Interest: [%]
Initial Capital Contribution: [$Amount]

MEMBER 2:

Signature: __________________________________________________
Printed Name: [Full Legal Name]
Title: [e.g., Member]
Date: [Date]
Percentage Interest: [%]
Initial Capital Contribution: [$Amount]

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EXHIBIT A: SCHEDULE OF MEMBERS & CAPITAL CONTRIBUTIONS

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STEP-BY-STEP EXECUTION GUIDE

1. Review and Customize: Complete all bracketed fields ([...]) with accurate operational and entity details. Do not leave placeholder text blank unless intentionally omitted.
2. Member Verification: Ensure all participating Members review the governance provisions, voting thresholds, and capital requirements.
3. Execution: Have all Members sign and date the Execution & Signatures Block in the presence of a notary public (notarization is recommended for evidentiary validity, though not universally mandated by state LLC acts).
4. Record Retention: Store the fully executed original of this Agreement, along with Exhibit A and the Articles of Organization, in the official Company Record Book at the principal place of business.
5. Ancillary Filings: Provide copies of this Agreement to the Company's registered agent, accountant, and financial institutions (banks) to facilitate business account setup and tax identification number (EIN) processing. Ensure annual state reporting obligations are maintained.