This Operating Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date"), by and among the undersigned Members of [LLC NAME], a Limited Liability Company organized under the laws of the State of [STATE] (the "Company").
The Company was formed as a Limited Liability Company pursuant to the laws of the State of [STATE] by filing Articles of Organization on [FILING DATE].
The name of the Company is: [LLC NAME]
The principal place of business of the Company shall be located at:
[STREET ADDRESS]
[CITY, STATE ZIP CODE]
The registered agent for service of process shall be:
Name: [REGISTERED AGENT NAME]
Address: [REGISTERED AGENT ADDRESS]
The Company shall continue in existence perpetually unless dissolved in accordance with the provisions of this Agreement or applicable state law.
The purpose of the Company is to engage in any lawful business activity permitted under the laws of [STATE], including but not limited to:
[DESCRIBE BUSINESS PURPOSE]
The Company shall have all powers necessary or convenient to carry out its purpose, including but not limited to the power to:
The initial Members of the Company and their respective ownership interests are as follows:
| Member Name | Address | Ownership % | Capital Contribution |
|---|---|---|---|
| [MEMBER 1 NAME] | [ADDRESS] | [%] | $[AMOUNT] |
| [MEMBER 2 NAME] | [ADDRESS] | [%] | $[AMOUNT] |
| TOTAL | 100% | $[TOTAL] | |
No additional Members may be admitted to the Company without the unanimous written consent of all existing Members.
A Member may not withdraw from the Company without the unanimous written consent of all remaining Members.
Each Member has made or shall make the initial capital contribution set forth in Section 3.1 above by [DATE].
No Member shall be required to make additional capital contributions. Any additional contributions shall be voluntary and require the approval of Members holding at least [PERCENTAGE]% of the membership interests.
No Member shall have the right to demand or receive the return of their capital contribution except as provided in this Agreement or upon dissolution of the Company.
No Member shall be entitled to interest on their capital contribution.
Profits and losses of the Company shall be allocated among the Members in proportion to their ownership percentages as set forth in Section 3.1.
Distributions shall be made to Members in proportion to their ownership percentages at such times and in such amounts as determined by a [MAJORITY/UNANIMOUS] vote of the Members.
No distribution shall be made if, after giving effect to the distribution, the Company would not be able to pay its debts as they become due in the ordinary course of business.
For federal and state income tax purposes, the Company shall be treated as a partnership (for multi-member LLCs) or disregarded entity (for single-member LLCs) unless an election is made to be taxed as a corporation.
The Company shall be managed by:
All Members (Member-Managed)
Designated Manager(s) (Manager-Managed)
If the Company is manager-managed, the initial Manager(s) shall be:
[MANAGER NAME(S)]
The Managers (or Members if member-managed) shall have full authority to manage and control the business and affairs of the Company, including but not limited to:
The following actions require the approval of Members holding at least [PERCENTAGE]% of the membership interests:
Managers shall receive such compensation as may be determined by the Members. Members may be compensated for services rendered to the Company separate from their status as Members.
Meetings of Members may be called by any Member holding at least [PERCENTAGE]% of the membership interests. Notice of at least [NUMBER] days shall be provided to all Members via email or written notice.
Each Member shall have voting rights proportional to their ownership percentage. Unless otherwise specified in this Agreement, decisions shall be made by a majority vote of the Members based on ownership percentage.
Any action that may be taken at a meeting may be taken without a meeting if written consent is obtained from Members holding the required percentage of membership interests.
For purposes of determining Members entitled to notice of or to vote at a meeting, the record date shall be the date notice of the meeting is given.
No Member may sell, assign, transfer, pledge, or otherwise dispose of their membership interest, in whole or in part, without the prior unanimous written consent of all other Members.
If a Member wishes to transfer their interest and obtains consent from other Members, the remaining Members shall have a right of first refusal to purchase the interest on the same terms and conditions as offered by the third-party purchaser within [NUMBER] days of receiving notice.
Notwithstanding Section 8.1, a Member may transfer their interest to the following without obtaining consent from other Members:
However, such transferee shall not become a substituted Member with voting rights unless approved by the remaining Members.
Unless otherwise approved by the remaining Members, a transferee shall only receive economic rights (right to distributions) and shall not have any management or voting rights.
The Company shall be dissolved upon the occurrence of any of the following events:
Upon dissolution, the Company shall cease to carry on its business except to the extent necessary to wind up its affairs. The Members (or a designated liquidator) shall proceed to wind up the Company's affairs and liquidate its assets.
Upon winding up, the Company's assets shall be distributed in the following order of priority:
Upon completion of winding up and distribution of assets, a Certificate of Cancellation shall be filed with the appropriate state authority.
This Agreement may be amended only by the written consent of Members holding at least [PERCENTAGE]% of the membership interests. Any amendment must be in writing and signed by the consenting Members.
This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of law principles.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.
This Agreement constitutes the entire agreement among the Members concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.
This Agreement shall be binding upon and inure to the benefit of the Members and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.
All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by email, or sent by certified mail, return receipt requested, to the addresses set forth in Section 3.1 or such other address as a Member may designate in writing.
No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
IN WITNESS WHEREOF, the undersigned Members have executed this Operating Agreement as of the date first written above.
MEMBER 1:
Signature
Print Name: [MEMBER 1 NAME]
Date: _______________
MEMBER 2:
Signature
Print Name: [MEMBER 2 NAME]
Date: _______________
MEMBER 3 (if applicable):
Signature
Print Name: [MEMBER 3 NAME]
Date: _______________
MEMBER 4 (if applicable):
Signature
Print Name: [MEMBER 4 NAME]
Date: _______________
DOCUMENT PROVIDED BY I LOVE LLC
Website: ilovellc.com | Email: marketing@ilovellc.com
This template is for informational purposes only and does not constitute legal advice.
Consult with a qualified attorney for your specific situation.