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]
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, including but not limited to:
[DESCRIBE BUSINESS PURPOSE]
The Company shall have all powers necessary or convenient to carry out its purpose, including 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.
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 [%] 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.
Profits and losses of the Company shall be allocated among the Members in proportion to their ownership percentages.
Distributions shall be made to Members in proportion to their ownership percentages at such times and in such amounts as determined by a majority vote of the Members.
For 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: [CHECK ONE: ☐ 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 [%] of the membership interests:
Meetings of Members may be called by any Member and shall be held at such time and place as determined by the Members. Notice of at least [NUMBER] days shall be provided to all Members.
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.
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 interests.
No Member may sell, assign, transfer, or otherwise dispose of their membership interest without the 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 at the proposed purchase price.
A Member may transfer their interest to the following without obtaining consent:
The Company shall be dissolved upon the occurrence of any of the following events:
Upon dissolution, the Company shall be wound up and its assets shall be distributed in the following order of priority:
This Agreement may be amended only by the written consent of Members holding at least [%] of the membership interests.
This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE].
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
This Agreement constitutes the entire agreement among the Members concerning the subject matter hereof and supersedes all prior agreements and understandings.
This Agreement shall be binding upon and inure to the benefit of the Members and their respective heirs, executors, administrators, successors, and permitted assigns.
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: _______________
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.