1. Formation and Name
The Company was formed under the Michigan Limited Liability Company Act (MCL 450.4101 et seq.). The name of the Company is [[Company Name]]. The principal office is at [[Principal Office Address]].
2. Purpose
The purpose of the Company is to engage in any lawful business for which limited liability companies may be organized under Michigan law.
3. Members and Capital Contributions
The initial Members and their capital contributions, percentage interests, and units are set forth in Exhibit A. Additional capital contributions may be required as determined by the Members or Managers.
4. Management
The Company shall be [[Member-Managed / Manager-Managed]]. If manager-managed, the initial Manager(s) are listed in Exhibit B. Managers (or Members if member-managed) shall have full authority to manage the business and affairs of the Company, including entering contracts, acquiring or disposing of assets, and hiring personnel.
5. Allocation of Profits and Losses; Distributions
Profits and losses shall be allocated among the Members in accordance with their percentage interests. Distributions shall be made at such times and in such amounts as the Managers (or Members) determine, subject to any reserves and applicable law.
6. Voting and Decision Making
Major decisions (including admission of new members, merger, dissolution, sale of substantially all assets, and amendments to this Agreement) require the affirmative vote or consent of Members holding at least [[Voting Threshold, e.g., a majority or supermajority]] of the percentage interests. Day-to-day decisions may be made by the Manager(s) or as delegated.
7. Transfer of Interests; Right of First Refusal
No Member may transfer all or any part of a membership interest without the consent of the other Members, except as provided in this Agreement. A selling Member shall first offer the interest to the Company and then to the other Members on the same terms as offered to a third party (right of first refusal).
8. Dissociation and Dissolution
A Member may dissociate only as permitted by this Agreement or law. The Company shall dissolve upon the written consent of Members holding the required percentage, upon entry of a decree of judicial dissolution, or upon the occurrence of any event requiring dissolution under the Act.
9. Tax Matters
The Company is intended to be taxed as a partnership (or disregarded entity if single-member) for federal and state income tax purposes unless the Members elect otherwise (e.g., S corporation election under IRC § 1361). The Members shall maintain capital accounts in accordance with Treasury Regulation § 1.704-1(b).
10. Indemnification
The Company shall indemnify and hold harmless its Members, Managers, and officers to the fullest extent permitted by Michigan law against liabilities incurred in connection with the business of the Company, except for acts of gross negligence, willful misconduct, or bad faith.
11. Records and Inspection
The Company shall keep at its principal office all records required by the Act. Members shall have the right to inspect and copy records upon reasonable notice.
12. Governing Law
This Agreement shall be governed by the laws of the State of Michigan, including the Michigan Limited Liability Company Act.
13. Attorney Review Disclaimer
This is a template. Not legal advice. LLC operating agreements should be tailored to the specific members, tax elections, and Michigan law. Consult a licensed Michigan attorney. As of June 2026.
Sources: MCL 450.4101 et seq. (Michigan LLC Act); Treas. Reg. § 1.704-1(b) (capital account maintenance).
Signatures
Member 1: ______________________________ Date: ___________
Printed Name: [[Member 1 Name]]
(Additional Members as listed in Exhibit A)
Template - not professional advice. Customize capital accounts, voting, transfer restrictions, and tax provisions. Both parties should consult counsel.## 14. Single-Member Provisions (If Applicable)
If the Company has only one Member, the Company shall be treated as a disregarded entity for tax purposes unless an election is made. The single Member shall have all powers of Members and Managers.
15. Drag-Along and Tag-Along Rights
In the event of a proposed sale of the Company or substantially all assets approved by the required vote, dissenting Members may be required to participate (drag-along). In certain sales by a majority Member, minority Members may have the right to participate on the same terms (tag-along).
16. Deadlock Resolution
In the event of a deadlock on a major decision, the Members agree to mediation. If unresolved, the Company may be dissolved or a buy-sell triggered as set forth in Exhibit C (if attached).
17. Confidentiality
Members and Managers shall keep confidential all non-public information about the Company and other Members.
18. Amendment
This Agreement may be amended only by a written instrument signed by Members holding the percentage interests required for the type of amendment.
19. Severability
Invalid provisions shall not affect the remainder.
20. Entire Agreement
This Agreement, including exhibits, constitutes the entire agreement among the Members concerning the Company and supersedes all prior agreements.
21. Counterparts
This Agreement may be executed in counterparts.
22. Exhibits
Exhibit A: Members, Contributions, and Percentage Interests
Exhibit B: Initial Managers
Exhibit C: Buy-Sell or Deadlock Resolution Procedures (optional)
Exhibit D: Initial Capital Account Balances
23. Admission of New Members
No new Member shall be admitted without the consent of the required percentage of existing Members and execution of a joinder agreement or amendment to this Agreement.
24. Withdrawal
A Member may withdraw only upon compliance with the transfer restrictions and any buyout provisions.
25. Distributions in Kind
Distributions may be made in cash or in kind as determined by the Managers.
26. Liability of Members
No Member shall be personally liable for the debts or obligations of the Company solely by reason of being a Member.
27. Registered Agent and Office
The registered agent and office are as set forth in the Articles of Organization or as amended.
28. Fiscal Year
The fiscal year of the Company shall be the calendar year unless otherwise determined.
29. Banking
All funds of the Company shall be deposited in accounts in the Company's name. Checks and withdrawals shall require such signatures as the Managers determine.
30. Legal Counsel Disclaimer
This is a template for educational purposes. It does not constitute legal, tax, or accounting advice. Members should consult their own attorneys, accountants, and tax advisors. Michigan LLC law and federal tax rules change; verify current requirements.
31. Qualified Income Offset and Minimum Gain
The Members intend that the allocations under this Agreement have substantial economic effect under Treasury Regulation § 1.704-1(b). A qualified income offset and minimum gain chargeback provisions are incorporated by reference to the extent required.
32. Representations of Members
Each Member represents that the Member has the authority to enter this Agreement, that the Member's contribution is the Member's own property, and that the Member is not subject to any legal disability.
33. Notices
Notices under this Agreement shall be in writing and delivered by email, courier, or mail to the addresses in Exhibit A or as updated.
34. Headings
Headings are for convenience only.
35. Governing Law and Venue
This Agreement shall be governed by Michigan law. Any dispute shall be resolved in the courts of the county where the principal office is located.
36. Effective Date and Ratification
This Agreement is effective as of the Effective Date and ratifies all acts taken in the name of the Company prior to that date.
37. Tax Classification Election
The Members may cause the Company to file Form 8832 or 2553 to elect tax classification. The initial classification is partnership (or disregarded) unless otherwise noted.
38. Anti-Piercing Covenants (Single-Member)
If single-member, the Member shall maintain the Company's separate existence, adequate capitalization, and separate records to avoid veil piercing.
39. Dissolution and Winding Up
Upon dissolution, assets shall be liquidated, creditors paid, and remaining proceeds distributed to Members according to positive capital account balances, then percentage interests.
40. Signature Blocks
The undersigned Members have executed this Agreement as of the Effective Date.
Member signatures as listed in Exhibit A.
41. Initial Capital Contributions Detail
Each Member's initial contribution is as stated in Exhibit A. No interest shall accrue on capital contributions.
42. Loans by Members
Members may loan money to the Company on terms approved by the Managers. Such loans shall not increase the lending Member's capital account.
43. Profits Interest and Capital Interest Distinctions
Any profits interest granted shall be subject to a vesting schedule and forfeiture provisions as set forth in a separate agreement.
44. Annual Meeting
The Members may hold an annual meeting to review operations, financials, and strategy.
45. Indemnification Procedure
Indemnification claims shall be made in writing with supporting documentation. The Company shall advance expenses to the extent permitted.
46. Michigan LLC Act Supremacy
To the extent this Agreement is silent or conflicts with mandatory provisions of the Michigan LLC Act, the Act shall control.
