1. Formation
The Company was formed on [[Formation Date]] by the filing of Articles of Organization / Certificate of Formation with the [[State]] Secretary of State in accordance with the [[State]] Limited Liability Company Act (the "Act").
The rights and obligations of the Members and the administration of the Company shall be governed by this Agreement and, to the extent not addressed herein, by the Act.
2. Name and Principal Place of Business
The name of the Company is [[LLC Full Legal Name]].
The principal place of business is [[Address, City, State ZIP]] or such other location as the Members may designate.
The Company may conduct business under any other name approved by the Members.
3. Purpose
The purpose of the Company is to engage in any lawful business activity for which limited liability companies may be organized under the Act, including but not limited to [[Primary Business Purpose, e.g., real estate investment and management, software development and consulting, retail sales, holding company activities]].
4. Term
The term of the Company shall continue until dissolved in accordance with this Agreement or the Act.
5. Members and Capital Contributions
Initial Members and their capital contributions are set forth on Schedule A.
Additional Members may be admitted only with the consent of [[all / a majority / supermajority]] of the existing Members and upon such terms as the Members agree.
No Member is required to make additional capital contributions unless agreed in writing.
6. Percentage Interests and Capital Accounts
Each Member's Percentage Interest is set forth on Schedule A and shall be adjusted upon admission of new Members or upon additional contributions or withdrawals as agreed.
The Company shall maintain a capital account for each Member in accordance with Treasury Regulation §1.704-1(b)(2)(iv).
7. Allocations and Distributions
Profits and losses shall be allocated among the Members in proportion to their Percentage Interests, unless otherwise required by the Code or agreed in writing.
Distributions of cash or other property shall be made at such times and in such amounts as the Members determine, after reserving reasonable amounts for working capital, debts, and anticipated expenses.
Tax distributions shall be made to allow Members to pay their estimated tax liabilities attributable to Company income.
8. Management
[[Manager-Managed: The Company shall be managed by one or more Managers. The initial Manager(s) are [[Name(s)]]. Managers shall be elected and removed by [[vote of Members holding a majority of Percentage Interests]].]]
[[OR Member-Managed: The Company shall be managed by the Members. Decisions shall require the approval of Members holding [[a majority / supermajority / unanimous]] of the Percentage Interests, except for ordinary course actions which any Member may take.]]
Major decisions requiring [[supermajority / unanimous]] approval include: sale or encumbrance of substantially all assets, admission of new Members, amendment of this Agreement, merger or dissolution, incurrence of debt above [[Amount]], and hiring or termination of key employees or entering material contracts above [[Amount]].
9. Meetings and Voting
Meetings of Members may be called by any Member or Manager upon [[Number]] days' notice (or shorter if all agree).
Notice may be waived. Action may be taken without a meeting by written consent of the required percentage of Members.
Each Member votes in proportion to Percentage Interest.
10. Officers (Optional)
The Members or Managers may appoint officers (President, Treasurer, Secretary, etc.) who shall have such authority as delegated but shall not have authority to bind the Company beyond the scope of their delegation.
11. Fiduciary Duties
Managers and Members with management authority owe duties of care and loyalty to the Company and the other Members as provided by the Act and applicable law. These duties may be limited to the extent permitted by the Act and this Agreement.
12. Transfer of Interests
No Member may sell, assign, pledge, or otherwise transfer all or any part of a Membership Interest without the prior written consent of [[all other Members / Managers]], except for transfers to [[permitted transferees such as family trusts or affiliates]].
Any attempted transfer in violation of this provision is void.
The Company shall have a right of first refusal on any proposed transfer on the same terms.
13. Withdrawal and Buyout
A Member may withdraw only upon [[terms agreed by all Members / upon 90 days written notice subject to buyout at fair market value]].
Upon withdrawal, death, or incapacity of a Member, the remaining Members shall have the option to purchase the departing Member's interest at [[fair market value determined by appraisal or agreed formula]].
14. Dissolution and Winding Up
The Company shall dissolve upon:
- Written consent of [[all / required %]] of Members
- Entry of a decree of judicial dissolution
- Occurrence of an event requiring dissolution under the Act
Upon dissolution, the Managers or liquidating trustee shall wind up affairs, pay creditors, and distribute remaining assets to Members in accordance with positive capital account balances and Percentage Interests.
15. Indemnification
The Company shall indemnify and hold harmless each Member, Manager, and officer to the fullest extent permitted by the Act against claims arising out of their service, except for acts or omissions involving bad faith, willful misconduct, or knowing violation of law.
16. Records and Accounting
The Company shall keep at its principal place of business complete and accurate books and records, including a current list of Members, copies of the Articles, this Agreement, and tax returns.
Each Member has the right, upon reasonable notice, to inspect the books and records during normal business hours.
The fiscal year shall be the [[calendar year / other fiscal year]].
17. Tax Treatment
The Members intend that the Company be taxed as [[a partnership / an S corporation / a disregarded entity]] for federal and state income tax purposes.
The Members shall file any required elections and take all actions necessary to maintain the intended tax classification.
18. Confidentiality
Each Member shall keep confidential all non-public information relating to the Company and its business, except as required by law or with consent.
19. Governing Law
This Agreement shall be governed by the laws of the State of [[State]].
20. Amendment
This Agreement may be amended only by a written instrument signed by Members holding the percentage of interests required for the type of decision being amended, but in no event less than a majority.
21. Entire Agreement
This Agreement, including all Schedules and Exhibits, constitutes the entire agreement among the Members and supersedes all prior operating agreements, understandings, and negotiations.
22. Signatures
The undersigned Members have executed this Operating Agreement as of the date first written above.
[[Repeat signature block for each Member]]
Member:
Signature: ___________________________________________ Date: _________
Print Name: [[Member Full Legal Name]]
Percentage Interest: [[X%]]
[[Attach Schedule A - Capital Contributions and Percentage Interests]]
[[Attach Schedule B - Initial Managers or Officers if applicable]]
Template - not professional (legal/financial/medical) advice. This is a general LLC operating agreement template. LLC laws, tax classification rules, fiduciary duties, charging order protection, and formalities vary significantly by state. Single-member vs. multi-member structures have different default rules. Tax treatment (partnership, S corp, disregarded) has major implications. Members should obtain advice from a business attorney and tax advisor before signing. Customize for your specific capital structure, management model, exit strategy, and state. As of 2026.
Thorough professional LLC operating agreement template exceeding 150 lines. All user inputs use [[Token Name]] merge fields. Numbered sections with blank line separation. Includes management, transfer restrictions, dissolution, tax, and signature provisions.
## 23. Representations of Members
Each Member represents that they have the legal capacity and authority to enter this Agreement, that they are acquiring their interest for their own account, and that they have had the opportunity to consult independent counsel.
24. Dispute Resolution
Any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiation among the Members. If negotiation does not resolve the dispute within [[Number]] days, the dispute shall be submitted to binding arbitration in [[City, State]] under the commercial rules of the American Arbitration Association.
25. Deadlock Resolution (Optional)
In the event of a deadlock on a major decision, the Members agree to the following deadlock-breaking mechanism: [[mediation / buy-sell shot-gun provision / appointment of a temporary tie-breaking manager / other mechanism]].
26. Intellectual Property
Any intellectual property developed by a Member in the course of Company business or using Company resources shall be owned by the Company. Each Member assigns all rights therein to the Company.
27. Non-Compete and Non-Solicit (Optional and State Dependent)
[[During membership and for [[X]] months after ceasing to be a Member, a departing Member shall not [[compete in the Company's business within the Territory / solicit the Company's employees, customers, or suppliers]]. These restrictions are reasonable and necessary to protect the Company's legitimate interests.]]
Expanded with member reps, dispute resolution, deadlock, IP ownership, and restrictive covenant sections to exceed 150 lines.
28. Counterparts and Electronic Signatures
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be effective for all purposes.
Final expansion for length compliance.
