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For Limited Liability Company (LLC)
This Operating Agreement (the "Agreement") is entered into as of [Insert Date], by and among the undersigned members (collectively referred to as the "Members") of [Insert LLC Name], a limited liability company organized under the laws of the State of [Insert State].
Article I: Formation
Name of LLC The name of the LLC is [Insert LLC Name].
Principal Office The principal office of the LLC is located at:[Insert Address, City, State, ZIP Code]
Registered Agent The registered agent for service of process is:[Insert Registered Agent's Name]Address: [Insert Full Address]
Formation Date and State The LLC was formed on [Insert Date] in the State of [Insert State].
Purpose The purpose of the LLC is to engage in any lawful activity for which an LLC may be formed under the laws of the State of [Insert State].
Article II: Members
Initial Members The initial Members of the LLC and their ownership interests are as follows:
Member Name: [Insert Member Name]
Ownership Percentage: [Insert Percentage]
[Repeat as needed for additional members.]
Capital Contributions Each Member has contributed the following to the LLC:
Member Name: [Insert Contribution Details]
Additional Contributions Additional contributions by Members are not required but may be made upon unanimous consent.
Ownership Interests Ownership percentages may not be altered unless all Members agree in writing.
Article III: Management
Management Structure The LLC will be managed by:
All Members (Member-Managed)
Designated Manager(s) (Manager-Managed)
Manager Details (if applicable) The initial Manager(s) of the LLC shall be:
Name: [Insert Manager's Name]
Authority and Duties Managers or Members managing the LLC have the authority to make decisions necessary for the ordinary course of business.
Meetings Regular meetings of the Members shall be held [Insert Frequency] or as needed.
Article IV: Financials and Distributions
Fiscal Year The fiscal year of the LLC shall end on [Insert Date, typically December 31].
Profits and Losses Profits and losses shall be allocated in proportion to each Member’s ownership percentage unless otherwise agreed in writing.
Distributions Distributions shall be made to Members at such times and in such amounts as determined by unanimous consent of the Members.
Article V: Membership Changes
Transfer of Interests A Member may not transfer their interest in the LLC without the unanimous written consent of all Members.
Buyout Option In the event of a Member’s withdrawal, death, or incapacity, the remaining Members have the right to purchase the departing Member’s interest in the LLC at a value determined by [Insert Valuation Method].
Article VI: Dissolution
Events Triggering Dissolution The LLC shall be dissolved upon:
A unanimous vote of the Members.
The occurrence of an event that makes it unlawful for the LLC to continue operating.
Winding Up Upon dissolution, the LLC’s assets shall be liquidated, and any remaining proceeds distributed as follows:
To creditors, including Members who are creditors.
To Members in accordance with their ownership percentages.
Article VII: Miscellaneous Provisions
Amendments This Agreement may be amended only by a written document signed by all Members.
Governing Law This Agreement shall be governed by the laws of the State of [Insert State].
Entire Agreement This Agreement constitutes the entire agreement between the Members regarding the LLC and supersedes all prior agreements.
Severability If any provision of this Agreement is deemed unenforceable, the remainder of the Agreement shall remain in full force and effect.
Article VIII: Signatures
By signing below, the Members agree to abide by the terms of this Operating Agreement.
Member Signature:
[Insert Member Name]Date: [Insert Date]
[Repeat for additional Members.]
This template should be customized to meet the specific needs of your LLC and comply with your state’s laws. It’s advisable to consult an attorney or legal expert when drafting an Operating Agreement.
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