Limited Liability Company Llc Operating Agreement Template for United States

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Limited Liability Company Llc Operating Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Limited Liability Company Llc Operating Agreement

"I need a Limited Liability Company LLC Operating Agreement for my tech startup based in California, with four co-founders having equal ownership, where two will be managing members and two will be passive investors, including specific provisions for future equity compensation for employees."

Document background
The Limited Liability Company LLC Operating Agreement is a crucial internal document required for establishing and operating an LLC in the United States. While not always legally required to be filed with state authorities, it is essential for defining the company's structure and operations. This document becomes particularly important in multi-member LLCs, where it prevents misunderstandings by clearly outlining ownership percentages, voting rights, profit distributions, and management responsibilities. The agreement must comply with state-specific LLC laws while providing flexibility for business growth and change. It serves as a protective mechanism for maintaining limited liability status and provides solutions for various business scenarios, from routine operations to member disputes or company dissolution. The agreement is typically drafted during the LLC formation process but can be amended as the business evolves.
Suggested Sections

1. Parties: Identifies all initial members of the LLC and the LLC entity itself

2. Background: Describes the purpose of forming the LLC and the intent of the parties to be bound by the agreement

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Formation and Name: Details of LLC formation, registered name, and filing status

5. Purpose and Powers: Stated business purpose and general powers of the LLC

6. Principal Office and Registered Agent: Official address and registered agent information

7. Term and Dissolution: Duration of the LLC and conditions for dissolution

8. Capital Contributions: Initial and additional capital contribution requirements and procedures

9. Membership Interests: Allocation of ownership interests and voting rights

10. Management Structure: Whether member-managed or manager-managed, and governance procedures

11. Meetings and Voting: Procedures for member meetings and voting requirements

12. Allocations and Distributions: How profits, losses, and distributions are allocated among members

13. Transfer Restrictions: Limitations on transferring membership interests

14. Withdrawal and Exit: Procedures for member withdrawal and exit mechanisms

15. Books and Records: Requirements for maintaining company records and member access rights

16. Tax Matters: Tax classification choice and tax-related procedures

17. Amendment Procedures: Process for modifying the operating agreement

18. General Provisions: Standard legal provisions including governing law, notices, and severability

Optional Sections

1. Buy-Sell Provisions: Detailed procedures for buying out members in specific circumstances, recommended for multi-member LLCs

2. Succession Planning: Provisions for business continuity and ownership transition, important for family businesses

3. Confidentiality and Non-Compete: Restrictions on information sharing and competition, crucial for LLCs with trade secrets or competitive concerns

4. Intellectual Property Rights: Ownership and management of IP assets, important for technology or creative businesses

5. Employment of Members: Terms for members working in the business, relevant when members are active in operations

6. Special Allocations: Complex profit/loss allocation provisions, useful for investment or real estate LLCs

7. Class Structure: Different classes of membership interests with varying rights, useful for raising capital

8. Advisory Board: Establishment and powers of an advisory board, helpful for larger or complex businesses

9. Dispute Resolution: Detailed procedures for resolving conflicts, recommended for multi-member LLCs

10. International Operations: Provisions for foreign operations or members, necessary for international businesses

Suggested Schedules

1. Schedule A - Member Information: Detailed list of members, their contact information, and initial capital contributions

2. Schedule B - Capital Accounts: Initial capital account balances and contribution details

3. Schedule C - Management Structure: Organizational chart and management responsibilities if manager-managed

4. Schedule D - Special Tax Provisions: Detailed tax allocations and special tax election information

5. Schedule E - Approved Officers: List of authorized officers and their powers, if applicable

6. Appendix 1 - Joinder Agreement: Template for adding new members

7. Appendix 2 - Buy-Sell Valuation Methods: Detailed procedures for valuing membership interests

8. Appendix 3 - Approved Transfer Recipients: List of pre-approved potential transferees, if any

9. Appendix 4 - Initial Business Plan: Initial operating plan and budget, if applicable

10. Appendix 5 - Required Regulatory Provisions: Industry-specific regulatory requirements, if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Real Estate

Professional Services

Retail

Manufacturing

Healthcare

Construction

Entertainment

Food and Beverage

Consulting

E-commerce

Agriculture

Financial Services

Transportation

Education

Energy

Relevant Teams

Legal

Executive Leadership

Corporate Governance

Finance

Tax

Compliance

Risk Management

Operations

Business Development

Administration

Relevant Roles

Business Owner

CEO

Managing Director

Corporate Lawyer

Legal Counsel

Company Secretary

CFO

Business Development Manager

Operations Manager

Compliance Officer

Risk Manager

Partner

Member

Entrepreneur

General Counsel

Tax Advisor

Business Consultant

Finance Director

Industries
State Limited Liability Company Act: The primary state statute governing LLC formation, operation, and dissolution. Each state has its own LLC Act that sets forth requirements for Operating Agreements and establishes default rules that apply when an Operating Agreement is silent on an issue.
Internal Revenue Code: Federal tax law that governs how LLCs are taxed, including provisions for partnership taxation (if multi-member) or disregarded entity status (if single-member), unless the LLC elects to be taxed as a corporation.
Securities Act of 1933: Federal law that may apply if LLC membership interests are considered securities, particularly relevant for investment-focused LLCs or those seeking external investors.
Securities Exchange Act of 1934: Complements the Securities Act and governs secondary trading of securities, which may be relevant for LLCs with transferable membership interests.
State Securities Laws (Blue Sky Laws): State-specific securities regulations that may apply to the offering and transfer of LLC membership interests within the state.
Uniform Commercial Code (UCC): State-adopted uniform law that governs commercial transactions, including provisions affecting LLC membership interests and business transactions.
State Business and Professions Code: State laws governing professional practices and business operations, particularly relevant for professional LLCs or those in regulated industries.
Federal Employment Laws (FLSA, FMLA, etc.): If the LLC will have employees, various federal employment laws will affect operational provisions in the Operating Agreement.
State Employment Laws: State-specific employment regulations that may affect provisions related to member-employees and regular employees.
IRC Section 704: Specific provisions of the Internal Revenue Code governing partnership allocations, crucial for multi-member LLCs taxed as partnerships.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Limited Liability Company Llc Operating Agreement

A US-governed legal document that establishes the ownership, management structure, and operational rules for a Limited Liability Company (LLC).

find out more

Bylaws And Operating Agreement

A combined bylaws and operating agreement document establishing governance and operational rules for U.S. business entities.

find out more

Limited Liability Company Contract

A US-governed Operating Agreement that establishes the structure, management, and operational framework of a Limited Liability Company (LLC), defining member rights and company governance.

find out more

Single Member Llc Operating Agreement

A U.S.-governed legal agreement establishing the structure and operations of a single-member LLC, outlining ownership rights and management responsibilities.

find out more

Llc Holding Company Operating Agreement

U.S.-governed operating agreement establishing the structure and governance framework for an LLC holding company, including membership rights and investment protocols.

find out more

Single Member Managed Llc Operating Agreement

A U.S. legal document establishing the governance structure and operating procedures for a single-member limited liability company, compliant with state and federal regulations.

find out more

Custom Operating Agreement

A US-governed agreement establishing the operating framework, member rights, and management structure for a Limited Liability Company (LLC).

find out more

Llp Operating Agreement

A U.S.-governed legal document establishing the operational framework and partner relationships in a Limited Liability Partnership, subject to federal and state partnership laws.

find out more

Limited Liability Operating Agreement

A U.S.-governed legal document establishing the operational framework, management structure, and member rights for a Limited Liability Company (LLC).

find out more

Single Member Operating Agreement

A U.S.-governed legal document establishing the structure, operations, and governance of a single-member Limited Liability Company (LLC).

find out more

Single Owner Llc Operating Agreement

A U.S.-governed legal document establishing the operating framework and governance structure for a single-member Limited Liability Company.

find out more

Limited Liability Company Operating Agreement

A US state law-governed agreement that establishes the internal rules, management structure, and member rights for a Limited Liability Company.

find out more

Limited Partnership Operating Agreement

A U.S.-governed agreement establishing the terms and conditions for operating a limited partnership, defining relationships between general and limited partners.

find out more

Llc Ownership Percentage Agreement

A U.S.-governed agreement that establishes and defines ownership percentages and related rights among LLC members.

find out more

Member Managed Operating Agreement

A U.S.-governed agreement establishing the structure and operations of a member-managed LLC, defining member rights, responsibilities, and company management procedures.

find out more

Online Operating Agreement

U.S.-governed LLC Operating Agreement adapted for digital operations and online business management, incorporating electronic transaction laws and cybersecurity provisions.

find out more

Operating Agreement For Member Managed Limited Liability Company

A U.S. state law-governed agreement establishing the rules, management structure, and member rights for a member-managed LLC.

find out more

Business Operating Agreement

A U.S.-governed legal document establishing the ownership, management structure, and operational procedures for a Limited Liability Company (LLC).

find out more

Limited Liability Company Operating Agreement Single Member

A U.S. legal document establishing the governance and operational framework for a single-member Limited Liability Company, defining ownership rights and management structure.

find out more

Operating Agreement For Single Member Llc

A U.S. legal document establishing the governance structure and operating rules for a single-member limited liability company under state and federal regulations.

find out more

Bylaws Operating Agreement

A foundational U.S. legal document that establishes the governance structure and operational rules for a Limited Liability Company (LLC).

find out more

Sole Proprietorship Operating Agreement

A U.S.-based legal document establishing the operational framework and governance structure for a sole proprietorship business, defining key business procedures and management protocols.

find out more

Multi Member Llc Operating Agreement

A U.S.-governed legal agreement establishing the structure, management, and operational framework for Limited Liability Companies with multiple members.

find out more

Member Managed Llc Operating Agreement

A U.S.-governed agreement establishing the operational framework for a member-managed LLC, defining member rights, responsibilities, and management procedures.

find out more

Real Estate Llc Operating Agreement

A U.S.-governed legal document establishing the structure, management, and operational framework for a real estate-focused Limited Liability Company.

find out more

Manager Managed Llc Operating Agreement

A U.S.-governed agreement establishing the framework and management structure for a manager-managed LLC, defining rights and responsibilities of managers and members.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.