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LEGALDOCS - LLC Operating Agreement Questionnaire


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This is an example of a completed LLC Operating Agreement.


THERE IS A CHARGE OF $29.65 TO OBTAIN AND PRINT THIS DOCUMENT. You can proceed with the Questionnaire, and obtain a LLC Operating Agreement free of charge, but to obtain the final, completed document, ready for viewing and instant printing (or Save-to-File), you will be asked to submit credit card information and will be billed $29.65. However, please feel free to complete or review this Questionnaire and the Summary which will be produced. It is educational and will provide some insight regarding which areas, minimally, should be covered, and will let you see if the subject matters important to you are covered in the LLC Operating Agreement

Once you pay for the document, you can return to this site and access and modify the completed document for 24 hours as long as you use the same computer. The completed document is available in MSWord format, so you can print and/or save it to your hard drive. You can then modify the document on your system in MSWord, or (during the initial 24 hour period) modify the document by clicking on the document link in legaldocs.com. You can also copy/paste the document into any other word processor and print or make changes as you desire.


This form allows you to prepare a general form of a Limited Liability Company ("LLC") Operating Agreement. If your proposed LLC requires non-standard provisions specific to your situation, or if you are not sure that this form will be appropriate for your situation, we strongly recommend that you obtain an attorney to draft an agreement specific to your situation.

This form DOES NOT provide the Articles of Organization, which is the statutory form which needs to filed with the office of the Secretary of State of your state to form an LLC. You will need to obtain the Articles of Organization from your state office. Private vendors also provide the service of obtaining AND filing the Articles of Organization, one of which is Parasec Corporation Services, which claims that it will prepare and file Articles of Organization in all 50 states.

Prior to using this Operating Agreement, you should have your tax advisor or attorney review the Operating Agreement to insure the terms conform to your needs and requirements.


To create a LLC Operating Agreement, complete this form.

INFORMATION REGARDING THE PARTIES, ADDRESS AND TERM

Enter the following information about persons entering into this Agreement.
The full name of each member is:

First member:

Second member:

Third member:

Fourth member:

Fifth member:

Sixth member:

The LLC's main place of doing business is:

Street address:

City:

State (spell out):
Zip code:

Enter the name of the LLC: (Enter only the abbreviated name. Do not type in "LLC"; i.e., if you enter "Acme Products", the final document will show as "Acme Products LLC, a [your state] limited liability company".)

Enter the general type of business the LLC will be doing. (DO NOT PUNCTUATE the end of the sentence)
FINISH THIS SENTENCE: The LLC is engaged in the business of:
[For example, "operating a restaurant located at..."(OR) "providing accounting services" (OR)"owning and operating commercial properties" (OR)"refurbishing and selling cars"]

Choose the date the LLC will or is expected to end. THE LLC MUST HAVE A TERMINATION DATE. The LLC will terminate on (enter a date). This date will be the same as your termination date on your Articles of Organization. We suggest you make the date less than 40 years; you can always amend the Articles or Organization at a later date if you need a longer date.

INFORMATION REGARDING MEMBERS' CAPITAL CONTRIBUTIONS AND OWNERSHIP INTERESTS

Capital Contribution of each member. Enter each member's Capital Contribution, if any. If any Member is not required to make a Capital Contribution, then enter the number zero, in which case you may want to type an explanation in the "Describe" section for that Member.
  • The First member's capital contribution is $, consisting of:

    Cash to the LLC

    Labor or services to the LLC

    Other assets contributed to the LLC

    Describe the contribution if the above choices do not apply:

  • The Second member's capital contribution is $, consisting of:

    Cash to the LLC

    Labor or services to the LLC

    Other assets contributed to the LLC

    Describe the contribution if the above choices do not apply:

  • The Third member's capital contribution is $, consisting of:

    Cash to the LLC

    Labor or services to the LLC

    Other assets contributed to the LLC

    Describe the contribution if the above choices do not apply:

  • The Fourth member's capital contribution is $, consisting of:

    Cash to the LLC

    Labor or services to the LLC

    Other assets contributed to the LLC

    Describe the contribution if the above choices do not apply:

  • The Fifth member's capital contribution is $, consisting of:

    Cash to the LLC

    Labor or services to the LLC

    Other assets contributed to the LLC

    Describe the contribution if the above choices do not apply:

  • The Sixth member's capital contribution is $, consisting of:

    Cash to the LLC

    Labor or services to the LLC

    Other assets contributed to the LLC

    Describe the contribution if the above choices do not apply:

Division of Profits and Losses: Enter each Members' share in the division of profits and losses. (Make sure that the first member in this section is the same as the first member named above, that the second member is the same as the second member named above, etcetera).
    MEMBER:
    SHARE OF MEMBER:
    First member: percent of the total
    Second member: percent of the total.
    Third member: percent of the total.
    Fourth member: percent of the total.
    Fifth member: percent of the total.
    Sixth member: percent of the total.

OTHER FINANCIAL AND MANAGERIAL MATTERS

The following sections allow the LLC agreement to specify certain conditions and obligations of the members. If any responses are "checked", i.e., pre-selected, then the checked responses are those predominantly chosen by most LLCs.

Devoting full time and effort to LLC Affairs. Depending on the nature of the LLC, the members can decide if all, some or none of the members have to devote full time and effort for the LLC. Choose one of the following:

    All members are required to devote their full time, effort and attention to the LLC.
    None of the members are required to devote their full time, effort and attention to the LLC.
    The member or members which are required to devote their full time, effort and attention to the LLC is or are , and the member or members not named are not required to devote their full time, effort and attention to the LLC.

Naming the Managing member. LLCs need to name at least one member as managing member. Usually, the member(s) devoting their full time and effort (if any) are the day to day managing members, and exercise day to day management control. Day to day affairs means those decisions encountered in the LLC's ordinary course of business, as opposed to, for example, entering into a lease, buying a building or obtaining a bank loan.

Those members not named as managing members still retain their voting interest over long-term and strategic decisions in same proportion as their profit and loss distribution.
The Managing member or members of the LLC are:

All members equally.

The following member or members:

.

DEATH OF A MEMBER

When the Members start a business, they want to conduct a business with themselves, and normally not with any other Member's spouse or children. Thus, Operating Agreements often have provisions for a mandatory sale of a Member's interest, plus a valuation formula to give a value to such interest, should a Member die. This (i) assures the remaining Member or Members that they will own the business, and (ii) assures the deceased Member his or her share will be liquidated for benefit of his or her family.

In the alternative, some Members may feel that a mandatory sale of their LLC interest is not in their heir's best interest, and that the best benefit of the heirs is to transfer the LLC interest to them. This Agreement can incorporate either option.

Upon the death of any Member, the deceased Member's share:

shall PASS TO THE HEIRS of the deceased Member. (no mandatory purchase)

MUST BE PURCHASED by, and sold to, the Company.

If you chose MUST BE PURCHASED, complete the next set of questions

    by the Members.(OR)

    The purchase price will be established by appraisal after death.

    -------------------------------------------------------------------

    The Price must be paid IN FULL no later than months after death. (OR)

    The Price must be paid as follows:

    - Enter the percent of the total price to be paid as a downpayment: %

    - Enter how many months after death the downpayment must be paid:

    - Enter the number of years the balance has to be paid off:

    - Enter the interest rate to be paid on the unpaid balance: %



This completes the information input for your LLC Operating Agreement. When you Send this Form, this program will prepare a Summary of the LLC Operating Agreement for your review. Make sure that all facts stated in the Summary are correct in all respects.




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