Partnership Agreement Template for Llc

MULTI-MEMBER LIMITED LIABILITY COMPANY OPERATING AGREEMENT

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

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STATUTORY & LEGAL COMPLIANCE NOTICE

DISCLAIMER: This document is a template drafted for institutional-grade utility. It does not constitute specific legal or tax advice. LLC laws vary significantly by state (e.g., Delaware vs. California). Users must consult with qualified local legal counsel to ensure compliance with specific state statutes, including filing requirements with the Secretary of State, tax classification elections (Form 8832), and securities law compliance.

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1. PARTIES & RECITALS

This Limited Liability Company Operating Agreement (“Agreement”) is entered into as of the [Effective Date] by and among the Members identified below:

1. [Member A Full Legal Name], with a principal address of [Principal Address A] ("Member A").
2. [Member B Full Legal Name], with a principal address of [Principal Address B] ("Member B"). (Collectively, the "Members").

RECITALS: WHEREAS, the Members have formed a Limited Liability Company under the laws of the State of [State of Organization] known as [Company Full Legal Name] (the "Company"); and WHEREAS, the Members desire to set forth their respective rights, duties, and obligations as Members of the Company.

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2. FORMATION & GOVERNANCE

2.1 Formation. The Company was formed pursuant to the filing of the Articles of Organization with the Secretary of State of [State of Organization] on [Date of Formation]. 2.2 Name. The business of the Company shall be conducted under the name [Company Full Legal Name]. 2.3 Purpose. The purpose of the Company is to engage in any lawful business activity for which an LLC may be organized under the laws of [State of Organization]. 2.4 Term. The Company shall continue in existence until dissolved in accordance with this Agreement or applicable law.

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3. CAPITAL CONTRIBUTIONS & OWNERSHIP

3.1 Initial Capital. The Members have contributed the following initial capital:

• Member A: $[Amount in USD]
• Member B: $[Amount in USD] 3.2 Ownership Interests. The Members’ percentage interests in the Company are:
• Member A: [Percentage]%
• Member B: [Percentage]% 3.3 Additional Contributions. No Member shall be required to make any additional capital contribution unless unanimously agreed upon in writing.

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4. MANAGEMENT & VOTING

4.1 Management. The business shall be managed by [Select: Members / Managers]. 4.2 Voting. Except as otherwise provided herein, all decisions shall be made by a [Majority / Super-Majority] vote based on the Membership Interests held by the voting Members. 4.3 Binding Authority. Only designated [Managers/Members] shall have the authority to bind the Company to third-party contracts.

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5. DISTRIBUTIONS & TAXES

5.1 Allocations. Net profits and losses shall be allocated among the Members in proportion to their respective Membership Interests. 5.2 Distributions. Distributable cash shall be distributed to Members at such times and in such amounts as determined by the [Management]. 5.3 Tax Classification. The Members intend for the Company to be taxed as a [Partnership / Disregarded Entity / C-Corp] for federal and state tax purposes.

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6. TRANSFER OF INTERESTS

No Member may sell, assign, transfer, encumber, or otherwise dispose of all or any part of their interest in the Company without the prior written consent of all other Members, subject to a Right of First Refusal (“ROFR”) granted to the non-transferring Members.

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7. DISSOLUTION

The Company shall dissolve upon the written agreement of the Members holding [Percentage]% of the voting interests, or upon the occurrence of an event of dissolution as mandated by the [State of Organization] LLC Act.

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8. CONFIDENTIALITY & NON-DISCLOSURE

Each Member shall maintain in strict confidence all proprietary, financial, and trade secret information of the Company. This obligation survives the withdrawal of any Member or the dissolution of the Company for a period of [Number] years.

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9. DISPUTE RESOLUTION & GOVERNING LAW

9.1 Governing Law. This Agreement is governed by the laws of the State of [State of Organization]. 9.2 Arbitration. Any dispute arising out of or related to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. 9.3 Venue. The seat of arbitration shall be [City, State].

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10. MISCELLANEOUS

10.1 Entire Agreement. This document constitutes the entire agreement between the parties. 10.2 Severability. If any provision is found unenforceable, the remainder shall remain in full force and effect. 10.3 Amendments. This Agreement may only be amended by a written instrument signed by all Members.

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11. EXECUTION

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

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

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12. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Replace all bracketed [ ] text with your specific business data. Ensure the "State of Organization" matches the jurisdiction where your Certificate of Formation was filed.
2. Entity Verification: Verify with your Secretary of State that the entity name is available and that the "Authorized Signatory" has the legal power to bind the entity.
3. Digital Execution: Utilize platforms like DocuSign or Adobe Sign. Ensure the audit trail (Certificate of Completion) is archived alongside the executed PDF.
4. Filing/Storage:
   • Do not file this document with the state (unless mandated by local statutes).
   • Keep the original executed copy in your corporate minute book or secure digital cloud repository.
5. Taxation: Upon execution, confirm if you need to file Form SS-4 for an EIN or Form 8832 for entity tax classification with the IRS.