LLC Operating Agreement (United States) Form

Governing Law

Governing State:

You must select a state to continue.

Principal Office Address

Principal Office Street Address:

(e.g. 10030 - 103 Street, Beverly Hills, CA, 90250)

Is the Mailing Address the same as the Street Address?

YesNo

Membership Classes

Will this Company have more than one class of Members?

YesNo

Membership Listings

How many Members does this Company currently have?

Member Information

Name:

(e.g. Sally T. Smith, Johnny J. Johanson)

Street Address:

(e.g. 10030 - 103 Street, Beverly Hills, CA, 90210)

What type of entity is this Member?

Individual Business Entity

Capital Contributions

Describe ALL capital contributions made by this Member:

(e.g. This Member will provide cash; This Member will contribute 2,000 square feet of suitable office space described as: suite 201, 9955 - Westmount Boulevard, Los Angeles, California; This Member will provide all engineering services necessary to bring the ABC widget to market.)

Total dollar value of ALL contributions from this member:

Contribution delivery date for this Member:

Member Contributions

Will Members earn interest on their capital contributions?

YesNo

Will a Member be subject to a penalty if they fail to make
their contribution on time?

YesNo

Member Profit & Loss Distribution

When are distributions of profit or loss to be made?

(e.g. Distributions are to be made quarterly, Distributions are to be made after the fiscal year end after tax returns have been completed and returned, etc.)

Should Members be compensated for services rendered to the
Company, in addition to their share of profits?

YesNo

Admitting New Members

Can existing Members admit new Members?

YesNo

What is the voting requirement to admit a new Member?

Are there additional conditions to admitting new Members?

YesNo

Dissolution and Dissociation of a Member

Voluntary Withdrawal of a Member

Can a Member voluntarily withdraw from the Company?

YesNo

Initial period of prohibition on withdrawal:

(e.g. 14 days, 3 months, etc.)

Notice period required for withdrawal:

(e.g. 14 days, 3 months, etc.)

Dissolution of the Company

Will the withdrawal of any Member for any reason result in the dissolution of the Company?

YesNo

On dissolution or dissociation of a Member, the Company assets will be distributed in proportion to:

Duty of Loyalty

A Member or manager cannot compete against the LLC for what period of time after leaving?

(e.g. 2 years, 5 years, etc.)

Member Meetings

Where will Member meetings be held?

(e.g. "the Principal Office", "1212 - 11 Ave, Chicago", "as agreed by Members", etc.)

Will the Company have regularly scheduled meetings?

YesNo

How much notice is required to hold a meeting?

(e.g. 7 days, 3 weeks, etc.)

How will Voting Power be assigned among Members?

What percent of Members will constitute a quorum?

(e.g. 51, 75)

If a quorum is not present, can actions still be taken with the prior written consent of the absent Members?

YesNo

Actions Requiring Unanimous Consent of the Members

Select the issues that require the unanimous consent of all Members:

Incurring Company liabilities over a fixed dollar amount.

Incurring single transaction expenses over a fixed dollar amount.

Sale of any Company asset with fair market value over a fixed dollar amount.

Hiring an employee with annual salary over a fixed dollar amount.

Firing of any employee.

Assignment of ownership rights of Company property.

Endangering the ownership or possession of Company property.

Assignment of check signing authority.

Releasing any Company claim except for payment in full.

Management Information

How will the Company be managed?

By Member(s) By Manager(s)

Most Limited Liability Companies would simply be managed by the Members.

Management Classes

Will this Company have more than one class of managers?

YesNo

What are the duties and responsibilities of managers?

What are the limitations on the powers of managers?

Manager Listing

How many managers does this Company currently have?

Manager's Information

Name:

(e.g. John Smith, ABC Corporation)

Street Address:

(e.g. 10030 - 103 Street, Beverly Hills, CA, 90210)

Compensation:

What carried interest is this Manager entitled to?

(e.g. 10, 15, 25, etc.)

Accounting and Annual Reports

What method of accounting will be used?

CashAccrual

What is the fiscal year end of the Company?

For Tax purposes this LLC will be treated as:

Which Member will be the Tax Matters Partner?

The Tax Matters Partner (Member) prepares and submits all tax returns and reports as required by the taxation legislation.

How will the value of goodwill be determined?

Annual Report

What else should the annual report include, in addition to the federal income tax report?

Supporting Income Statement.

Balance Sheet.

Cash Flow Statement.

Profit and Loss Summary.

Other.

Authority To Bind The Company in Contract

Who has the authority to bind the Company in contract?

Amendment Procedure

Under what conditions can the Operating Agreement be amended?

Miscellaneous

Are Members free of their obligations due to a force majeure?

YesNo

Will a certificate be given to represent ownership interest?

YesNo

Will unresolved disputes go to Mediation before Arbitration?

YesNo

Additional Clauses

Additional clauses are terms that you wish to include that are not already addressed in the above questions.

How many additional terms would you like to include?

Execution Date

Signing date for this agreement:

Are witnesses required for the signing of this agreement?

YesNo

Update

Governing Law

Company Information

Principal Office Address

Membership Classes

First Member Class Information

Second Member Class Information

Membership Listings

Member Information

Member Contributions

Contribution Penalties

Member Profit & Loss Distribution

Admitting New Members

Dissolution and Dissociation of a Member

Voluntary Withdrawal of a Member

Dissolution of the Company

Duty of Loyalty

Member Meetings

Actions Requiring Unanimous Consent of the Members

Management Information

Management Classes

First Manager Class Information

Second Manager Class Information

Manager Listing

Manager's Information

Accounting and Annual Reports

Annual Report

Authority To Bind The Company in Contract

Amendment Procedure

Miscellaneous

Additional Clauses

Execution Date

Related Contracts

Frequently Asked Questions

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