Attorney-Approved Operating Agreement Template Get Your Operating Agreement Now

Attorney-Approved Operating Agreement Template

An Operating Agreement is a crucial document for LLCs, outlining the management structure and operational guidelines of the business. This agreement serves as a roadmap for members, detailing their rights and responsibilities. Understanding its importance can help ensure smooth operations and prevent disputes among members.

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Common Templates:

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State-specific Operating Agreement Templates

Operating Agreement Form Subtypes

➤ PDF File

Example - Operating Agreement Form

Operating Agreement Template for [State Name]

This Operating Agreement is made effective as of [Date] by and among the members of [Company Name], a limited liability company organized under the laws of the State of [State Name]. This Agreement is intended to govern the internal management of the Company and shall comply with the relevant provisions of the laws of [State Name].

Article I: Formation

The Members hereby form a limited liability company (the "Company") pursuant to the laws of the State of [State Name]. The name of the Company shall be [Company Name].

Article II: Purpose

The purpose of the Company is to conduct any lawful business for which limited liability companies may be organized under the laws of [State Name].

Article III: Members

The initial members of the Company are:

  • [Member 1 Name, Address, Percentage of Ownership]
  • [Member 2 Name, Address, Percentage of Ownership]
  • [Additional Members as needed]

Article IV: Management

The management of the Company shall be vested in the Members. Decisions shall be made by majority vote unless otherwise specified in this Agreement.

Article V: Capital Contributions

The Members shall make an initial capital contribution as follows:

  • [Member 1 Name: $Amount]
  • [Member 2 Name: $Amount]
  • [Additional Members as needed]

Article VI: Distributions

Profits and losses shall be allocated to the Members in proportion to their ownership percentages, unless otherwise agreed in writing.

Article VII: Meetings

  1. Annual meetings shall be held each year on [Date] at [Location].
  2. Special meetings may be called by any Member upon [Number] days’ notice.

Article VIII: Amendments

This Operating Agreement may be amended only by a written agreement signed by all Members.

Article IX: Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State Name].

Article X: Miscellaneous

If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall continue in full force and effect.

IN WITNESS WHEREOF, the Members have executed this Operating Agreement as of the date first above written.

______________________________
[Member 1 Name]
Date: ______________________

______________________________
[Member 2 Name]
Date: ______________________

[Additional members as needed]

Documents used along the form

The Operating Agreement is a critical document for any limited liability company (LLC), outlining the management structure and operational guidelines. Several other forms and documents are often utilized alongside the Operating Agreement to ensure comprehensive governance and compliance. Below is a list of commonly associated documents.

  • Articles of Organization: This document is filed with the state to officially create the LLC. It includes basic information such as the LLC's name, address, and the names of its members.
  • Bylaws: While not always required, bylaws provide additional rules for the operation of the LLC. They often cover meetings, voting procedures, and member responsibilities.
  • Bill of Sale form: This document serves as proof of ownership transfer, ensuring clarity in transactions. For more details, see the Bill of Sale form.
  • Membership Certificates: These certificates serve as proof of ownership in the LLC. They detail the member's interest in the company and can be issued to each member.
  • Initial Capital Contribution Agreement: This document outlines the initial contributions made by each member to the LLC. It specifies the amount and type of contributions, such as cash or property.
  • Operating Procedures Manual: This manual provides detailed instructions on the day-to-day operations of the LLC. It may include policies on employee conduct, customer service, and financial management.
  • Member Consent Resolutions: These resolutions document decisions made by members outside of formal meetings. They are often used for significant business decisions that require member approval.
  • Tax Identification Number (TIN) Application: This application is submitted to the IRS to obtain a TIN for the LLC. A TIN is necessary for tax reporting and opening a business bank account.
  • Annual Report: Many states require LLCs to file an annual report. This report updates the state on the LLC's status, including any changes in membership or management.

These documents play an essential role in the effective operation and management of an LLC. Maintaining accurate records and ensuring compliance with state regulations can help prevent potential disputes and legal issues in the future.