Simple Operating Agreement Template for Llc

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

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

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STATUTORY & LEGAL COMPLIANCE NOTICE

This document is a formal legal instrument intended to govern the internal affairs of a Limited Liability Company. Laws governing LLCs vary significantly by jurisdiction. This template is drafted for general applicability but does not constitute specific tax or legal advice. Users are strongly encouraged to have this document reviewed by qualified legal counsel in the state of organization to ensure compliance with local statutes and tax requirements.

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1. PARTIES AND RECITALS

This Operating Agreement (the "Agreement") is entered into as of the Effective Date by and among the Members identified in the attached Schedule A. The Company, [Company Full Legal Name], is a Limited Liability Company organized under the laws of [State of Organization] (the "Company"). The Members desire to adopt this Agreement to govern the management, operations, and financial affairs of the Company.

2. FORMATION AND PURPOSE

The Company was formed by the filing of Articles of Organization with the Secretary of State of [State of Organization]. The purpose of the Company is to engage in any lawful act or activity for which an LLC may be organized under the laws of the governing jurisdiction.

3. CAPITAL CONTRIBUTIONS AND OWNERSHIP

Each Member has contributed the capital set forth in Schedule A. Ownership interests in the Company shall be represented by Percentage Interests. No Member shall be required to make any additional capital contribution unless unanimously agreed upon in writing by all Members.

4. MANAGEMENT AND AUTHORITY

The business and affairs of the Company shall be managed by [The Members / A Board of Managers]. Decisions shall be made by a [Majority/Unanimous] vote of the Members. Day-to-day operations may be delegated to officers or agents appointed by the Members.

5. DISTRIBUTIONS AND ALLOCATIONS

Net profits and losses shall be allocated to Members in proportion to their respective Percentage Interests. Distributions of cash or other assets shall be made at such times and in such amounts as determined by the Members, provided that no distribution shall be made if it would render the Company insolvent.

6. TRANSFER OF INTERESTS

No Member may sell, assign, encumber, or otherwise transfer their interest in the Company without the prior written consent of all other Members. Any unauthorized transfer shall be void ab initio.

7. INTELLECTUAL PROPERTY AND WORK PRODUCT

All work product, inventions, designs, and materials created by any Member or employee in the course of Company business shall be deemed "work made for hire" and shall be the exclusive property of the Company. Members hereby assign all right, title, and interest in such IP to the Company.

8. CONFIDENTIALITY

During the term of this Agreement and for a period of [3] years thereafter, each Member agrees to maintain the confidentiality of all non-public information concerning the Company’s business, financial data, and trade secrets, and shall not disclose such information to any third party without express written authorization.

9. LIMITATION OF LIABILITY AND INDEMNIFICATION

To the maximum extent permitted by law, no Member or Manager shall be liable to the Company or other Members for any act or omission performed in good faith. The Company shall indemnify and hold harmless each Member and Manager from and against any claims, losses, or expenses incurred by reason of their service to the Company, provided such acts did not constitute gross negligence or willful misconduct.

10. DISSOLUTION

The Company shall dissolve upon: (a) the written agreement of all Members; (b) the entry of a decree of judicial dissolution; or (c) any other event required by the laws of the governing jurisdiction. Upon dissolution, the assets shall be liquidated and distributed in accordance with the priorities set forth in the [State] Limited Liability Company Act.

11. DISPUTE RESOLUTION AND GOVERNING LAW

This Agreement shall be governed by the laws of [State of Organization]. Any dispute arising out of this Agreement that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration in [City, State] under the rules of the American Arbitration Association.

12. MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties. No amendment shall be valid unless in writing and signed by all Members. This Agreement may be executed in counterparts, each of which shall be deemed an original. If any provision is held to be invalid, the remainder of the Agreement shall remain in full force and effect.

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13. EXECUTION AND FORMAL SIGNATURE BLOCKS

FOR [COMPANY 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]

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STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Field Completion: Open this text in a word processor. Replace all bracketed text [ ] with accurate legal data. Ensure the "Schedule A" (Member list) is attached as a separate page detailing names, addresses, contributions, and percentages.
2. Verify Authority: Ensure the individual signing for the Company has the corporate authority (per the Articles of Organization) to bind the entity.
3. Digital Execution: Use a secure, audit-trailed platform such as DocuSign or Adobe Sign to execute the document. Ensure all signers receive a fully executed copy via email upon completion.
4. Record Retention: The final executed original should be stored in the Company’s "Minute Book" or digital corporate record repository. It does not typically need to be filed with the Secretary of State, but a copy should be provided to the Company’s registered agent and accounting firm for tax purposes.
5. Review: Before final execution, perform a "sanity check" to ensure the Percentage Interests equal 100% and that the chosen governance structure (Member-managed vs. Manager-managed) aligns with your filing with the state.