# LLC operating agreement template Source: https://contracko.com/it/modelli-di-contratto/llc-operating-agreement # LLC operating agreement template A comprehensive legal document outlining ownership structure, member capital contributions, profit and loss distribution, voting rights, management responsibilities, transfer restrictions, and dissolution procedures for Limited Liability Companies (LLCs). ## LLC Operating Agreement This LLC Operating Agreement (the "Agreement") is entered into on 2024-01-01 (the "Effective Date") by and among the members listed below (the "Members") of My LLC, LLC (the "Company"). ### 1. Formation and Name Company Name: My LLC, LLC State of Formation: Delaware Formation Date: 2024-01-01 Articles of Organization: Filed with the Secretary of State on 2024-01-01 Principal Office: 123 Main St, City, State, Zip Registered Agent: Agent Name at Agent Address Business Purpose: General Business Duration: The Company shall continue in existence Perpetual (perpetually / until 2099-12-31) ### 2. Members and Membership Interests Member Information and Capital Contributions: | Member Name | Address | Initial Capital Contribution | Percentage Interest | Class | | --- | --- | --- | --- | --- | | Member 1 Name | Address 1 | $10000 | 33.33% | Class A | | Member 2 Name | Address 2 | $10000 | 33.33% | Class A | | Member 3 Name | Address 3 | $10000 | 33.34% | Class A | Total Initial Capital: $30000 Form of Contribution: Contributions made in the form of: Cash (cash, property, services, promissory note) Additional Contributions: None Membership Certificates: Certificates evidencing membership interests: Not Issued ### 3. Membership Classes Class Definitions: (if applicable) Class A Members: Voting Members - Voting Rights: 1 Vote per Share - Distribution Rights: Pro Rata - Management Rights: Full Rights Class B Members: Non-Voting Members - Voting Rights: None - Distribution Rights: Pro Rata - Management Rights: None ### 4. Management Structure Management Type: The Company shall be managed by Member-Managed (the Members / one or more Managers) #### Option A: Member-Managed Management Authority: All Members have equal authority to manage the Company and bind it in transactions within the ordinary course of business Major Decisions: Require approval of Members holding 51% of membership interests Day-to-Day Operations: Managed by Managing Member #### Option B: Manager-Managed Manager(s): - Manager 1: CEO - Manager 2: CFO Manager Authority: Managers have full authority to manage the Company and bind it in transactions Manager Compensation: Salary Manager Term: 1 Year Manager Removal: Managers may be removed by vote of Members holding 66% of interests Member Rights in Manager-Managed LLC: Members who are not Managers do not have authority to bind the Company or manage day-to-day operations ### 5. Voting Rights and Meetings Voting Rights: Each Member has voting rights proportionate to their percentage ownership interest (unless specified otherwise for classes) Annual Meeting: Members shall meet annually on annual meeting date at annual meeting location Special Meetings: May be called by special meeting authority with meeting notice days days notice Notice: Written notice including date, time, location, and purpose Quorum: quorum requirement (majority of interests / quorum percentage%) Voting Methods: voting methods (in person, by proxy, by written consent) Actions Requiring Unanimous Consent: - Amendment of this Operating Agreement - Admission of new Members - Sale of substantially all Company assets - Dissolution of the Company - additional unanimous actions Actions Requiring Supermajority (supermajority percentage%): - Change in business purpose - Merger or consolidation - Loans over loan approval threshold - additional supermajority actions Actions Requiring Majority Vote: - Election/removal of Managers (if manager-managed) - Approval of annual budget - additional majority actions ### 6. Capital Contributions and Capital Accounts Initial Contributions: As specified in Section 2 Additional Capital Calls: The Company may require additional capital contributions: capital call terms Failure to Contribute: If a Member fails to make required additional contribution: failure to contribute remedy Capital Accounts: A separate capital account shall be maintained for each Member Capital Account Adjustments: Adjusted for: - Additional contributions - Share of profits and losses - Distributions received No Interest on Capital: Members shall not receive interest on capital contributions Return of Contributions: No Member entitled to withdraw or receive return of capital contribution except as provided in this Agreement ### 7. Allocation of Profits and Losses Profit Allocation: Net profits shall be allocated to Members in proportion to their percentage ownership interests: profit allocation Loss Allocation: Net losses shall be allocated to Members in proportion to their percentage ownership interests: loss allocation Special Allocations: special allocations (if applicable) Tax Allocations: For tax purposes, items shall be allocated in accordance with the capital account provisions and applicable tax regulations ### 8. Distributions Timing: Distributions shall be made distribution timing (quarterly / annually / as determined by Members/Managers) Amount: Distribution amounts determined by distribution authority Proportionate Distributions: Distributions made in proportion to percentage ownership interests (unless otherwise specified for classes) Limitations: No distributions if: - Company unable to pay debts as they become due - Company's liabilities exceed fair value of assets after distribution - Violation of loan covenants or other agreements Tax Distributions: Company shall make distributions sufficient for Members to pay taxes on allocated income: tax distribution policy Priority: Distribution priority among classes (if applicable): distribution priority ### 9. Transfer of Membership Interests Transfer Restrictions: No Member may transfer all or part of their interest without: 1. Written notice to all Members and Managers 2. Compliance with right of first refusal (Section 10) 3. Consent of transfer consent requirement (all Members / majority of Members / Managers) Prohibited Transfers: Transfers to competitors: competitor transfer prohibition Permitted Transfers: Transfers to the following permitted transferees without consent: - Immediate family members - Trusts for benefit of Member or family - additional permitted transferees Economic vs. Full Transfer: Unless full membership rights are transferred, transferee receives only economic rights (distributions and allocations) without voting or management rights ### 10. Right of First Refusal Offer to Sell: Member desiring to transfer must provide written offer to Company and other Members including: - Proposed purchase price and terms - Identity of proposed transferee - Other material terms Company Right: Company has first right to purchase within company option days days Member Right: If Company declines, other Members have right to purchase (pro rata) within member option days days Third-Party Sale: If all decline, Member may sell to third party on same terms within third party sale days days Valuation: If no bona fide offer, fair market value determined by: valuation method ### 11. Buy-Sell Provisions Triggering Events: Upon the following events, the buy-sell provisions apply: - Death of Member - Disability of Member - Bankruptcy of Member - Attempted involuntary transfer - Deadlock (if applicable) - additional triggering events Purchase Option: Company or remaining Members have option (not obligation) to purchase departing Member's interest Purchase Price: Determined by: buyout valuation method (e.g., independent appraisal, formula, book value) Payment Terms: buyout payment terms (lump sum / installments over buyout payment months months) Life Insurance Funding: Company/Members maintain life insurance: life insurance funding ### 12. Admission of New Members Requirements: New Members may be admitted only upon: - Unanimous consent of existing Members (or new member approval) - Execution of this Operating Agreement or joinder agreement - Payment of agreed capital contribution Rights: New Members receive rights as specified in their admission terms ### 13. Books, Records, and Accounting Accounting Method: Company uses accounting method (cash / accrual) method Fiscal Year: Company's fiscal year ends fiscal year end Books and Records: Company shall maintain: - Accurate books and records - Bank account records - Member capital accounts - This Operating Agreement and amendments - Tax returns and financial statements - Meeting minutes Access: Members have right to inspect books and records upon reasonable notice Annual Financial Statements: Company shall provide annual financial statements within financial statement days days of fiscal year end Tax Returns: Company shall provide K-1s by k1 distribution date ### 14. Banking and Finances Bank Accounts: Maintained at bank name Signatory Authority: check signing authority Expenditure Limits: Expenditures over expenditure limit require large expenditure approval Borrowing Authority: Authority to borrow on behalf of Company: borrowing authority ### 15. Tax Treatment Tax Classification: Company elects to be treated as: tax classification (partnership / S-corp / C-corp) for federal tax purposes Tax Matters Partner: tax matters partner (for partnerships) Tax Elections: Company authorized to make tax elections as determined appropriate by Members/Managers Tax Filings: Company responsible for timely filing all required tax returns ### 16. Duties and Obligations of Members/Managers Duty of Loyalty: Members/Managers owe duty of loyalty to Company and other Members Duty of Care: Members/Managers must discharge duties in good faith with care ordinary person would exercise Competing Business: non compete terms Corporate Opportunities: Members/Managers must present business opportunities to Company: corporate opportunity policy Conflicts of Interest: Must disclose conflicts and: conflict resolution ### 17. Indemnification Indemnification: Company shall indemnify Members, Managers, officers, employees, and agents against: - Expenses, judgments, fines, settlements in proceedings - If person acted in good faith and in Company's best interests - Not for willful misconduct, fraud, or breach of fiduciary duty Advancement of Expenses: Company may advance expenses subject to undertaking to repay if not entitled to indemnification Insurance: Company may purchase D&O insurance: do insurance ### 18. Dissolution and Winding Up Events Causing Dissolution: - Vote of Members holding dissolution vote threshold% of interests - Sale of all or substantially all Company assets - Occurrence of any event making it unlawful to continue - additional dissolution events Winding Up: Upon dissolution: 1. Liquidator appointed: liquidator designation 2. Assets liquidated 3. Debts and liabilities paid 4. Remaining assets distributed to Members per ownership percentages Distribution Priority: 1. Creditors (including Member creditors) 2. Members for unpaid distributions 3. Members for return of capital contributions 4. Members per ownership percentages Certificate of Dissolution: Filed with state within dissolution filing days days ### 19. Dispute Resolution Good Faith Negotiation: Disputes first addressed through good faith negotiation Mediation: If not resolved, binding mediation in mediation location under mediation rules Arbitration: If mediation fails, arbitration terms (binding arbitration / litigation) Governing Law: This Agreement governed by laws of governing jurisdiction Venue: Exclusive venue in venue location Attorney Fees: Prevailing party entitled to reasonable attorney fees ### 20. Miscellaneous Entire Agreement: This Agreement constitutes entire understanding and supersedes all prior agreements Amendments: Must be in writing signed by all Members (or Majority Vote) Waiver: Failure to enforce any provision does not waive future enforcement Severability: Invalid provisions do not affect remaining terms Binding Effect: Binds and benefits Members and permitted successors and assigns Notices: Written notice to addresses in Section 2 Counterparts: May be executed in counterparts Headings: For convenience only Joint Liability: Members are not jointly and severally liable for Company debts and obligations ### 21. Signatures IN WITNESS WHEREOF, the Members have executed this Agreement as of the Effective Date. Member 1 Date: default Name: Member 1 Name Signature: _____________________________ Member 2 Date: default Name: Member 2 Name Signature: _____________________________ Member 3 Date: default Name: Member 3 Name Signature: _____________________________ ## Personalizza modello Effective Date Formation Date Articles Filed Date Duration Dissolution Date Additional Contribution Terms [Prepara documento](https://app.contracko.com/register) Smetta di copiare e incollare modelli. Usi Contracko per generare, gestire e firmare i Suoi contratti in un unico posto. [Inizia gratuitamente](https://app.contracko.com/register) ## Domande frequenti - **Q:** Is an Operating Agreement required for an LLC? **A:** While not required in all states, it is highly recommended to have one to protect your limited liability status and prevent misunderstandings among members. - **Q:** What is the difference between member-managed and manager-managed LLCs? **A:** In a member-managed LLC, all members participate in daily operations and decision-making. In a manager-managed LLC, members appoint one or more managers to handle operations while members remain passive investors. - **Q:** Can I change the LLC Operating Agreement later? **A:** Yes, most operating agreements include amendment provisions requiring a vote of members (typically majority or supermajority). All changes should be documented in writing and signed by members. - **Q:** How are profits and losses distributed in an LLC? **A:** By default, profits and losses are distributed according to ownership percentage. However, the operating agreement can specify different allocation methods, such as special allocations based on capital contributions or sweat equity. - **Q:** What happens to an LLC when a member wants to leave or dies? **A:** Without a clear buyout or transfer provision, a departing or deceased member's interest can cause serious disputes or force a dissolution. The operating agreement should define how membership interests are valued (e.g., book value, third-party appraisal), who has the right of first refusal to buy out the interest, and what happens if no remaining member can afford to do so. Including these provisions upfront is far cheaper than litigating them later. ## Modelli correlati ### [Partnership agreement template](https://contracko.com/it/modelli-di-contratto/partnership-agreement) ### [Separation agreement template](https://contracko.com/it/modelli-di-contratto/separation-agreement) ## Pronto a gestire i Suoi contratti in modo professionale? Smetta di copiare e incollare modelli. Usi Contracko per generare, gestire e firmare i Suoi contratti in un unico posto. [Inizia la prova gratuita di 7 giorni](https://app.contracko.com/register) Prenota una demo