Operating Agreement For LLC
Operating Agreement For LLC
Operating Agreement For LLC
The undersigned Members of the ___________________ LLC [Instruction: Insert the name of
company] do hereby enter into this Operating Agreement effective the _____ [Month] _____
[Date], 20_____.
1. Office
2. Purpose
This Limited Liability Company is organized solely to conduct any lawful business that is
permitted under the _________________ Code, ____________________
_________________ Uniform Limited Liability Company Act.
The Company shall commence upon the filing of its Articles of Organization with the
Secretary of State and shall continue perpetually unless:
4. Capital Contributions
The Members agree for themselves and their successors, assigns and heirs, that their
participation is considered a long-term investment, and that any return of capital prior to the
termination and winding up of the Company is in the sole discretion of the Board of
Members. The undersigned Members agree to share in all post formation profits and surplus
of the Company pro-rata according to their share of ownership in the Company. The
issuance of _______________ (______) shares [Instruction: Insert the amount of shares]
of capital stock is authorized in the Articles of Organization of this Company, and
_______________ (______) shares [Instruction: Insert the amount of shares] having a
book value of ___________ dollars ($______) [Instruction: Insert the book value of each
shares] per share have been issued to the undersigned as follows:
The Members may, but are not required to, contribute any additional capital deemed
necessary by the Board for the operation of the Company, provided, however, that in the
event that any Member deems it advisable to refuse or fails to contribute their proportionate
share of any or all of the additional capital requested by the Board then other Members or
any one of them may contribute the additional capital not paid by the refusing Member, and
shall receive an increase in the proportionate share of the ownership or interest in the entire
Company in direct proportion to the said additional capital contributed. Unless otherwise
agreed, the right to make up additional capital contributions of a refusing Member shall be
available in the same portion order as the right to share in distributions of the remaining
Members.
The annual meeting of the Members shall be held at the principal place of business of the
Company on ________ of ___________ of each year, commencing in the year 20_____
[Instruction: Insert the period of annual meeting]. If the day fixed for the annual meeting
shall be a legal holiday, such meeting shall be held on the next succeeding business day.
Special meetings of the Members, for any purpose or purposes described in the meeting
notice, may be called by any Member. Unless waived, as herein provided and allowed,
written or printed notice stating the place, day, and hour of the meeting, and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall be delivered to
each Member not less than ten (10) or more than sixty (60) days before the date of the
meeting. Members may participate in meetings by telephone. Any action which may be
taken at a meeting of Members may be taken without a meeting by written action signed by
all Members. [Instruction: Annual meeting is not mandatory in _________________.
This clause may be removed, if not required by the Members].
7. Distributions
Each of the Members shall have an interest in the capital of the Company and share in
distributions in proportion to their share ownership, as set forth in Paragraphs 4 and 5. Prior
to dissolution and at least annually as income has been received by the Company accounts
determined and tax returns filed, the Board of Members shall determine funds available for
distribution.
New Members who take their interest directly from the Company may be admitted with a
written consent of all the Members.
The Board of Members are all the Members. No Member, without the consent of the Board,
shall endorse any note or act as an accommodation party, or otherwise become surety for any
person in any transaction involving the Company. No Member shall on behalf of the
Company borrow or lend money, or make, deliver or accept any commercial paper, or
execute any mortgage, security agreement, bond, or lease, or purchase or contract to
purchase, or sell or contract to sell any property for or of the Company. No Member shall
mortgage, grant a security interest in the assets or property of the Company, or do any act
detrimental to the best interests of the Company, or which would make it impossible to carry
on the ordinary purpose of the Company. Each Member shall be reimbursed by the
Company for all expenses incurred on behalf of the Company and shall be paid a fee for
attendance at meetings of the Members. The member fee for physical attendance at a
meeting shall be of ___________ dollars ($______) per day [Instruction: Insert the fee of
member for physical attendance, e.g., twenty five dollars ($25)], and the fee for
attendance by telephone shall be of ___________ dollars ($______) per hour [Instruction:
Insert the fee of member for attendance by telephone, e.g., fifty dollars ($50)].
11. Banking
All funds of the Company shall be deposited in its name in such bank account or accounts as
shall be designated by the Board of Members. All withdrawals there from are to be made
upon the authority of such person or persons as may be authorized by the Board of Members
from time to time.
12. Books
The Company may be dissolved at any time by Resolution passed by a majority interest at a
meeting of its Members, in which event the Members shall proceed with reasonable
promptness to liquidate the Company. The assets of the Company shall be distributed in the
following order:
a. To pay or provide for the payment of all Company liabilities to creditors other than
Members, and liquidating expenses and obligations;
b. To pay debts owing to Members other than for capital and profits;
c. To pay the remaining funds to the Members in proportion to their share ownership.
In the event of the death of a member, then the deceased members’ heir or heirs shall be
entitled to succeed to the economic share and interest of the deceased member. The
Company may, upon unanimous consent of the remaining members, as soon as practicable,
provide a document by which the heir or heirs personally affirm and accept all the terms,
conditions and provisions of this Operating Agreement binding themselves to the same in
writing, and select a designated representative of the deceased member as a Member.
15. Continuation
Upon the occurrence of a statutory event of termination, the remaining Members of the
Company have the right to continue the Company by a majority vote allowing avoidance of
the corporate characteristic of continuity of interest.
16. Amendment
Any member who shall violate any of the terms, conditions, and provisions of this agreement
shall keep and save harmless the Company property and shall also indemnify the other then
Members from any and all claims, demands and actions of every kind and nature whatsoever
which may arise out of or by reason of such violation of any of the terms and conditions of
this agreement.
Signed:
____________________________ ____________________________
____________________________ ____________________________
[Instruction: Insert the name and signature of the members of the company]
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