Operating Agreement Template Reddit

MULTI-MEMBER LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR A [STATE OF JURISDICTION] LIMITED LIABILITY COMPANY

DOCUMENT CONTROL

• Effective Date: [Date]
• Version: 1.0 (Production-Ready)
• Jurisdiction: State of [State]
• Governing Statute: [State] Limited Liability Company Act

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OFFICIAL NOTICE & LEGAL DISCLAIMER

DISCLAIMER: This Operating Agreement template is drafted for general informational and structural purposes by corporate legal counsel. It does not constitute formal legal or tax advice. Limited liability company laws vary significantly by jurisdiction. Execution of this document affects legal and financial rights. Members are strongly advised to consult with licensed corporate counsel and a certified public accountant (CPA) prior to execution to ensure compliance with local statutes and specific capitalization structures.

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ARTICLE I: COMPANY FORMATION & BASIC PROVISIONS

1.1 FORMATION

The Members hereby form a limited liability company (the "Company") pursuant to the laws of the State of [State]. The name of the Company is [Company Name], LLC.

1.2 REGISTERED OFFICE AND AGENT

The name and address of the registered agent for service of process is:

• Name: [Registered Agent Name]
• Address: [Street Address, City, State, Zip Code]

1.3 TERM

The term of the Company shall be perpetual unless dissolved in accordance with the provisions of this Agreement or the laws of the State of [State].

1.4 BUSINESS PURPOSE

The purpose of the Company is to engage in any and all lawful business activities for which limited liability companies may be organized under state law.

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ARTICLE II: CAPITAL CONTRIBUTIONS & OWNERSHIP

2.1 INITIAL CAPITAL CONTRIBUTIONS

The Members have contributed cash, property, or services to the Company in the amounts set forth below. Such contributions constitute their initial capital accounts.

2.2 ADDITIONAL CAPITAL CONTRIBUTIONS

No Member shall be required to make any additional capital contributions unless unanimously agreed upon in writing by all Members. If additional capital is required and approved, Members shall be given [Number] days written notice to contribute their pro-rata share.

2.3 CAPITAL ACCOUNTS

A separate capital account shall be maintained for each Member in accordance with Internal Revenue Code (IRC) Section 704(b) and Treasury Regulations.

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ARTICLE III: PROFITS, LOSSES, AND DISTRIBUTIONS

3.1 ALLOCATION OF PROFITS AND LOSSES

Net profits and net losses of the Company shall be allocated to the Members in direct proportion to their respective Ownership Interests.

3.2 DISTRIBUTIONS

Distributions of cash or other assets shall be made at such times and in such amounts as determined by the unanimous vote of the Members. All distributions shall be made strictly pro-rata based on Ownership Interests.

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ARTICLE IV: MANAGEMENT AND VOTING

4.1 MANAGEMENT STRUCTURE

The Company shall be [Check one: Member-Managed / Manager-Managed].

• If Manager-Managed: The designated Manager(s) shall be [Name of Manager(s)].

4.2 VOTING RIGHTS

Except as otherwise provided herein or by law, all operational and strategic decisions shall require the affirmative vote of Members holding a majority ([51% / 67% / 100%]) of the Ownership Interests.

4.3 MAJOR DECISIONS (UNANIMOUS CONSENT REQUIRED)

The following actions require the unanimous written consent of all Members:

1. The sale, exchange, or disposition of substantially all Company assets.
2. The merger or consolidation of the Company with any other entity.
3. The admission of new Members.
4. The voluntary filing of bankruptcy or dissolution of the Company.

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ARTICLE V: TRANSFERS AND RESTRICTIONS

5.1 TRANSFER RESTRICTIONS

No Member may sell, assign, transfer, pledge, encumber, or otherwise dispose of all or any part of their Ownership Interest without the prior written consent of all non-transferring Members.

5.2 RIGHT OF FIRST REFUSAL

If a Member receives a bona fide third-party offer to purchase their Ownership Interest, they must first offer it to the existing Members on the same terms and conditions. Existing Members shall have [30] days to exercise this right.

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ARTICLE VI: DISSOLUTION AND WINDING UP

6.1 EVENTS OF DISSOLUTION

The Company shall dissolve upon:

1. The written consent of all Members.
2. The death, bankruptcy, retirement, resignation, or expulsion of a Member, unless remaining Members elect to continue the business within [90] days.
3. Judicial decree of dissolution.

6.2 LIQUIDATION

Upon dissolution, the Company's assets shall be liquidated, and the proceeds shall be applied in the following order of priority:

1. Payment of debts and liabilities to creditors (including Members who are creditors).
2. Establishment of any necessary reserves.
3. Distribution of remaining assets to Members in proportion to their positive capital account balances.

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ARTICLE VII: MISCELLANEOUS PROVISIONS

7.1 GOVERNING LAW

This Agreement shall be construed, interpreted, and governed by the laws of the State of [State].

7.2 AMENDMENTS

This Agreement may only be amended, modified, or changed through a written instrument executed by all Members.

7.3 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 the remaining provisions shall remain in full force and effect.

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ARTICLE VIII: EXECUTION & SIGNATURES

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

MEMBER 1:

Signature: ___________________________________
Printed Name: [Full Legal Name of Member 1]
Title: [e.g., Managing Member]
Date: [Date]

MEMBER 2:

Signature: ___________________________________
Printed Name: [Full Legal Name of Member 2]
Title: [e.g., Member]
Date: [Date]

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STEP-BY-STEP EXECUTION GUIDE

1. Review & Customization: Replace all bracketed placeholders (e.g., [Company Name], [State], percentages) with precise factual data. Do not leave placeholder text in the final document.
2. Legal & Tax Review: Have local corporate counsel review the voting thresholds (Article IV) and transfer restrictions (Article V) to ensure alignment with your specific business goals and state LLC statutes.
3. Execution (Signing): Ensure all Members sign and date the Execution Block (Article VIII) in front of a Notary Public if required by your state's operational customs or financial institutions.
4. Internal Record Keeping: Store the fully executed original agreement in the Company's official corporate record book. Provide a copy to every Member.
5. Filing Requirements: While operating agreements are generally internal documents and not filed with the Secretary of State (unlike Articles of Organization), certain states (e.g., New York, California) require a copy or specific compliance filings to be maintained on-site. Check your state's SOS guidelines.
6. Financial Setup: Take a copy of this executed agreement, along with your Articles of Organization and EIN letter, to your corporate bank to open the official company operating account.