LEGALDOCS - LLC Operating Agreement
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This is an example of a completed
LLC Operating Agreement.
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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
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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:
The LLC's main place of doing business is:
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
[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
INFORMATION REGARDING MEMBERS'
CAPITAL CONTRIBUTIONS AND OWNERSHIP INTERESTS
Capital Contribution of each member.
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.
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
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
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:
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
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
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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