Operating Agreement For LLC

Download as doc, pdf, or txt
Download as doc, pdf, or txt
You are on page 1of 7

Operating Agreement for

Limited Liability Company


(LLC)
This is a sample LLC Agreement that can be modified to fit any type of business. LLCs
are often the most beneficial classification for business entities because they provide for
the limited liability of corporations while having the benefits of partnership taxation. In
order for the LLC to be valid, it must have an operating agreement and must file the
Articles of Organization with the Secretary of State. This sample operating agreement
is ideal for small businesses that want to operate as an LLC.
OPERATING AGREEMENT OF ___________________ LLC [Instruction: Insert the full
name of the 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

The principal office of the Company shall be located at


________________________________ [Instruction: Insert the address of company]. The
Company may have such other offices as the Members may designate or as the business of
the Company may require. The registered office of the Company required by
_________________ Code ______________________________________________
Uniform Limited Liability Company Act to be maintained in the State of
_________________ may be, but need not be, identical with the principal office, and may be
changed from time to time by the Members.

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.

3. Duration of the Company

The Company shall commence upon the filing of its Articles of Organization with the
Secretary of State and shall continue perpetually unless:

(a) extended by the Members;

(b) sooner dissolved by the Members, or

(c) dissolved by a statutory event of dissolution.

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:

© Copyright 2013 Docstoc Inc. 2


_____ _______ Shares

_____ _______ Shares

_____ _______ Shares

_____ _______ Shares

5. Additional Capital Contributions

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.

6. Meetings - Board of 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.

8. Board of Members and Appointment of Officers

© Copyright 2013 Docstoc Inc. 3


Control and management of the business of the Company is vested in the Board of Members.
Company decisions and actions shall be decided by a majority in interest of the Board of
Members at meetings regularly called with notice to all Members. A quorum for any such
meeting shall require the presence in person or by telephone of a majority in interest of the
Members. The Board of members may delegate any of their functions to one or more of the
directors and may appoint one or more officers to carry out any act on behalf of the
Company, including, without limitation, the execution of documents on behalf of and binding
the Company. Any action which may be taken at a meeting of the Members may be taken
without a meeting by a written action signed by all of the Members.

9. Admission of New Members

New Members who take their interest directly from the Company may be admitted with a
written consent of all the Members.

10. Board Duties and Restrictions

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 books shall be maintained at the offices of ___________________


[Instruction: Insert the name of company], and each Member shall have access thereto.
The fiscal year of the Company shall be the calendar year, and the books shall be closed and
balanced at the end of each fiscal year. The Company will keep all books and records of a
corporation for the three (3) most recent years, and prepare tax returns in a timely manner

© Copyright 2013 Docstoc Inc. 4


furnishing copies to all Members and the same may be inspected by any Member or all the
Members for any proper purpose at any reasonable time.

13. Voluntary Termination

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.

14. Death of Member

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

This Operating Agreement is a written contract of the Members. Amendments must be


written and executed by all Members. Meeting of the Members, or at any adjournment of the
meeting, the Members will cause the election to be held at a special meeting of the Members
as soon thereafter as it may be held conveniently.

17. Violation of this Agreement

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.

© Copyright 2013 Docstoc Inc. 5


IN WITNESS WHEREOF, the parties have hereunto set their hands effective the day and first
above written. This Operating Agreement may be executed in counterparts with each
counterpart constituting one and the same instrument.

Signed:

____________________________ ____________________________

____________________________ ____________________________

[Instruction: Insert the name and signature of the members of the company]

© Copyright 2013 Docstoc Inc. 6


INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND
INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS
FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL DOCSTOC, INC., OR ITS AGENTS, OFFICERS, ATTORNEYS,
ETC., BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE
THE MATERIALS, EVEN IF DOCSTOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. They are for
guidance and should be modified by you or your attorney to meet your specific needs and the laws of your state or jurisdiction. Use at
your own risk. Docstoc® is NOT providing legal or any other kind of advice and is not creating or entering into an Attorney-Client
relationship. The information, reports, and forms are not a substitute for the advice of your own attorney. The law is a personal matter
and no general information or forms or like the kind Docstoc provides can always correctly fit every circumstance.

Note: Carefully read and follow the Instructions and Comments contained in this document for your customization to suit your specific
circumstances and requirements. You will want to delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”)
after reading and following them. You (or your attorney) may want to make additional modifications to meet your specific needs and the
laws of your state. The Instructions and Comments are not a substitute for the advice of your own attorney.

◊ Where within this document you see this symbol: ◊ or an instruction states “Insert any number you choose◊,” or something similar, or
there is a blank for the user to complete, please note that although Docstoc believes the information or number may be any that the user
chooses, and that there is no law governing what the information or number should be, you might want to verify this, including by
consulting with your own attorney practicing in your state. Because the law is different from jurisdiction to jurisdiction and the laws are
subject to change, Docstoc cannot guarantee—and disclaims all guarantees—that it is correct for the information or number to be
anything that the user chooses.

The information, forms, instructions, tips, comments, decision tree alternatives and choices, reports, and services in and through Docstoc
are not legal advice, but are general information / forms on general issues often encountered designed to help Docstoc users, members,
purchasers, and subscribers address their own needs. But information, including tips, general forms, instructions, comments, decision
tree alternatives and choices, and reports, no matter how seemingly customized to conform to the laws and regulations applicable to you,
is not the same as legal advice, which may be the specific application of laws and regulations by lawyers licensed to practice law in your
state to the specific circumstances and needs of individuals and entities. Some states, counties, municipalities, and other governmental
divisions, have highly specific laws and regulations, and our information / forms / reports may not take all those specific laws and
regulations into consideration, although we tried to do so.

Docstoc is not a law firm and the employees and contractors (including attorneys, if any) of Docstoc are not acting as your attorneys, and
none of them are a substitute for the advice of your own attorney licensed to practice law in your state. The employees or contractors of
Docstoc, who wrote or modified any form, instructions, tips, comments, decision tree alternatives and choices, and reports, are NOT
providing legal or any other kind of advice and are not creating or entering into an Attorney-Client relationship. Any such form,
instruction, tips, comments, decision tree alternatives and choices, and reports were most likely NOT prepared or reviewed by an
attorney licensed to practice law in your state, and, therefore, the employees or contractors could not provide you with legal advice even
if they or Docstoc wanted to. Even though we take every reasonable effort to attempt to make sure our information / forms / reports are
accurate, up to-date, and useful, we recommend that you consult a lawyer licensed to practice law in your state if you want professional
assurance that our information, forms, instructions, tips, comments, decision tree alternatives and choices, and reports; your
interpretation of it or them; and the information and input that you provide are appropriate to your particular situation. Application of
these general principles and wording to particular circumstances should be done by a lawyer who has consulted with you in confidence,
learned all relevant information, and explored various options. Before acting on these general principles and general wording, you might
want to hire a lawyer licensed to practice law in the jurisdiction to which your question pertains. The information, forms, instructions,
tips, comments, decision tree alternatives and choices, and reports, available on and through Docstoc are not legal advice and are not
guaranteed to be correct, complete, accurate, or up-to-date. Because the law is different from jurisdiction to jurisdiction, they are subject
to changes, and there are varying interpretations and applications by different courts and governmental and administrative bodies, and
Docstoc cannot guarantee—and disclaims all guarantees—that the information, forms, and reports on or through the site and services are
completely current or accurate. Please further note that laws change and are regularly amended; therefore, the provisions, names, and
section numbers of statutes, codes, or regulations, and the types of permits or licenses within any forms or reports, may not be 100%
correct, as they may be partially or wholly out of date and some relevant ones may have been omitted or misinterpreted.
Docstoc is not permitted to engage in the practice of law. Docstoc is prohibited from providing any kind of advice, explanation,
opinion, or recommendation to a consumer about possible legal rights, remedies, defenses, options, selection, or completion of
forms or strategies.
Communications between you and Docstoc may be protected by our Privacy Policy (http://premium.docstoc.com/privacypolicy), but are
NOT protected by the attorney-client privilege or work product doctrine since Docstoc is not a law firm and is not providing legal
advice. No Docstoc employee, contractor, or attorney is authorized to provide you with any advice about what information
(again, which includes forms) to use or how to use or complete it or them.

Entire document copyright © Docstoc®, Inc., 2010 - 2013 All Right Reserved

© Copyright 2013 Docstoc Inc. 7

You might also like

pFad - Phonifier reborn

Pfad - The Proxy pFad of © 2024 Garber Painting. All rights reserved.

Note: This service is not intended for secure transactions such as banking, social media, email, or purchasing. Use at your own risk. We assume no liability whatsoever for broken pages.


Alternative Proxies:

Alternative Proxy

pFad Proxy

pFad v3 Proxy

pFad v4 Proxy