Operating Agreement Template For Member-Managed Limited Liability Company
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7OPERATING AGREEMENT FOR MEMBER-MANAGED LIMITED LIABILITY COMPANY
I. PRELIMINARY PROVISIONS
___________________________________________________
(1) Effective Date: This operating agreement of
_________________
effective
, is adopted by the members whose signatures appear at the end of this agreement (the
“Agreement”).
(2) Formation: This limited liability company (LLC) was formed by filing Articles of Organization, a Certificate of
____________________
Formation or a similar organizational document with the LLC filing office of the state of
on
____________________
. A copy of this organizational document has been placed in the LLC's records book.
(3) Name: The formal name of this LLC is as stated above. However, this LLC may do business under a different name
by complying with the state's fictitious or assumed business name statutes and procedures.
(4) Registered Office and Agent: The registered office of this LLC and the registered agent at this address are as
follows:
____________________________________________
____________________________________________
____________________________________________
The registered office and agent may be changed from time to time as the members may see fit, by filing a change of
registered agent or office form with the state LLC filing office. It will not be necessary to amend this provision of the
operating agreement if and when such a change is made.
(5) Business Purposes: The specific business purposes and activities contemplated by the founders of this LLC at the
time of initial signing of this agreement consist of the following:
____________________________________________________________________________________
It is understood that the foregoing statement of purposes shall not serve as a limitation on the powers or abilities of this
LLC, which shall be permitted to engage in any and all lawful business activities. If this LLC intends to engage in
business activities outside the state of its formation that require the qualification of the LLC in other states, it shall
obtain such qualification before engaging in such out-of-state activities.
_____________________
(6) Duration of LLC: The duration of this LLC shall be
. Further, this LLC shall terminate
when a proposal to dissolve the LLC is adopted by the membership of this LLC or when this LLC is otherwise
terminated in accordance with law.
II. MEMBERSHIP PROVISIONS
(1) Non-liability of Members: No member of this LLC shall be personally liable for the expenses, debts, obligations or
liabilities of the LLC, or for claims made against it.
(2) Reimbursement for Organizational Costs: Members shall be reimbursed by the LLC for organizational expenses
paid by the members. The LLC shall be authorized to elect to deduct organizational expenses and start-up expenditures
ratably over a period of time as permitted by the Internal Revenue Code and as may be advised by the LLC's tax
advisor.
(3) Management: This LLC shall be managed exclusively by all of its members
(4) Members' Percentage Interests: A member's percentage interest in this LLC shall be computed as a fraction, the
numerator of which is the total of a member's capital account and the denominator of which is the total of all capital
accounts of all members. This fraction shall be expressed in this agreement as a percentage, which shall be called each
member's "percentage interest" in this LLC.
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