Operating Agreement Template Simple

OPERATING AGREEMENT (LIMITED LIABILITY COMPANY)

Document ID: LLC-OA-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: [State of Formation]

---

LEGAL DISCLAIMER

This document constitutes a legal template for an Operating Agreement. It is provided for informational purposes only and does not constitute formal legal advice. Laws governing Limited Liability Companies (LLCs) vary significantly by jurisdiction (e.g., Delaware vs. California vs. New York). Use of this template does not create an attorney-client relationship. You are strongly advised to consult with qualified legal counsel in the applicable jurisdiction to ensure compliance with state-specific statutes, tax implications, and internal corporate governance requirements.

---

1. PARTIES AND RECITALS

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date] (the "Effective Date") by and between the following Members:

[Company Full Legal Name], a [State of Formation] Limited Liability Company, having its principal place of business at [Company Principal Address] (the "Company"); and

[Member Name 1], residing at [Member Address 1]; and

[Member Name 2], residing at [Member Address 2].

(Collectively referred to as the "Members").

RECITALS: WHEREAS, the Members desire to form and operate a Limited Liability Company pursuant to the laws of the State of [State of Formation]; WHEREAS, the Members intend for this Agreement to govern the management, financial rights, and obligations of the Members in relation to the Company.

---

2. OPERATIVE CLAUSES

Section 1: Formation and Purpose. The Company is formed as a Limited Liability Company pursuant to the [State] Limited Liability Company Act. The purpose of the Company is to engage in any lawful business, trade, or activity for which an LLC may be organized.

Section 2: Capital Contributions. The Members have contributed the following amounts to the Company:

• [Member Name 1]: $[Amount in USD]
• [Member Name 2]: $[Amount in USD] No Member shall be required to make any additional capital contributions unless unanimously agreed upon in writing.

Section 3: Profits, Losses, and Distributions. Net profits and losses shall be allocated to the Members in proportion to their percentage ownership interest. Distributions of cash or property shall be made at such times and in such amounts as determined by the Members.

Section 4: Management. The Company shall be managed by [Management Structure: e.g., Members acting collectively / A Manager appointed by the Members]. Decisions concerning the ordinary course of business shall be made by [Majority/Unanimous] vote.

Section 5: Term and Dissolution. The Company shall continue in perpetuity unless dissolved by: (a) the written agreement of all Members; or (b) the entry of a decree of judicial dissolution. Upon dissolution, the Company’s assets shall be liquidated and proceeds distributed in accordance with the Act.

Section 6: Intellectual Property. All work product, inventions, designs, or developments created by a Member for the Company during the term of this Agreement shall be deemed "work made for hire" and shall remain the sole and exclusive property of the Company.

Section 7: Confidentiality. Each Member agrees to maintain the confidentiality of all proprietary information, trade secrets, and non-public financial data of the Company. This obligation survives the termination of this Agreement for a period of [Number] years.

Section 8: Indemnification. The Company shall indemnify and hold harmless each Member and Manager to the fullest extent permitted by [State] law against any claims, liabilities, or expenses incurred in connection with the performance of their duties, provided such acts do not constitute gross negligence or willful misconduct.

Section 9: Dispute Resolution. Any dispute arising out of this Agreement shall be settled through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be [City, State].

Section 10: Governing Law. 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.

Section 11: Miscellaneous.

• Severability: If any provision of this Agreement is held invalid, the remainder shall continue in full force.
• Entire Agreement: This document constitutes the entire agreement between the Members, superseding all prior discussions.
• Amendments: No modification of this Agreement shall be valid unless in writing and signed by all Members.

---

3. EXECUTION AND SIGNATURE BLOCKS

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

FOR [MEMBER NAME 1]: Signature: _____________________________________ Printed Name: [Member Name 1] Title: Member Date: [Date]

FOR [MEMBER NAME 2]: Signature: _____________________________________ Printed Name: [Member Name 2] Title: Member Date: [Date]

---

4. STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Customization: Copy the text into a Word Processor. Replace all bracketed [ ] fields with accurate legal information. Do not leave any brackets unfilled.
2. Authority Verification: Ensure that the individuals signing have the legal authority to bind the entities they represent (e.g., check the Articles of Organization for signatory authority).
3. Execution:
   • Physical: Print two identical copies. All parties must sign in blue or black ink. Each party retains one original "wet-ink" copy.
   • Digital: Upload to a compliant platform (DocuSign, Adobe Sign, or HelloSign). Ensure the "Audit Trail" feature is enabled to capture IP addresses and timestamps for every signature event.
4. Filing:
   • Keep a digital scan in a secure, encrypted cloud repository.
   • File a copy of the executed Agreement with the Company’s "Minute Book" or registered office records.
   • Check if your Secretary of State requires a copy of the Operating Agreement to be filed (typically, they only require the Articles of Organization; the Agreement is an internal document).
5. Retention: Maintain this document for a minimum of seven (7) years following the dissolution of the Company for tax audit and liability defense purposes.