Limited Liability Company Operating Agreement Template for United States

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Key Requirements PROMPT example:

Limited Liability Company Operating Agreement

"I need a Limited Liability Company Operating Agreement for a technology startup with three founding members, where we want to include specific provisions for intellectual property rights and a detailed vesting schedule for membership interests, with operations starting March 2025."

Document background
The Limited Liability Company Operating Agreement is a crucial document required when forming an LLC in the United States. While not always legally required to be in writing in every state, having a written operating agreement is strongly recommended and often essential for business operations. This document outlines the financial and functional decisions of a business including rules, regulations, and provisions for smooth operation. The agreement becomes effective upon the LLC's formation or adoption by the members, depending on state law requirements. It typically addresses key aspects such as ownership percentages, member voting rights, profit and loss allocation, management responsibilities, and procedures for member changes or company dissolution. The agreement must comply with the relevant state's LLC laws while offering flexibility to customize provisions according to the specific needs of the business and its members.
Suggested Sections

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

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

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Details about LLC formation, name, and registered office

5. Purpose and Powers: States the LLC's business purpose and general powers

6. Members and Membership Interests: Lists initial members, their capital contributions, and membership interests

7. Management Structure: Specifies whether the LLC is member-managed or manager-managed and outlines management rights and responsibilities

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

9. Capital Contributions: Rules regarding initial and additional capital contributions

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

11. Transfer Restrictions: Rules governing the transfer of membership interests

12. Withdrawal and Dissolution: Procedures for member withdrawal and company dissolution

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

14. Tax Matters: Tax classification and procedures for tax-related decisions

15. General Provisions: Standard legal provisions including amendments, notices, and governing law

Optional Sections

1. Buy-Sell Provisions: Detailed procedures for buying out members in case of death, disability, or other triggering events

2. Conversion Rights: Rights to convert membership interests into other classes of interests

3. Employment of Members: Terms for members who are also employees of the LLC

4. Intellectual Property Rights: Provisions regarding ownership and use of company IP

5. Non-Compete and Confidentiality: Restrictions on competition and protection of confidential information

6. Special Allocations: Complex tax allocation provisions for sophisticated investors

7. Series LLC Provisions: Required if operating as a series LLC in applicable states

8. International Operations: Provisions for LLCs operating across borders

9. Preferred Member Rights: Special rights for preferred membership interests

10. Advisory Board: Structure and powers of any advisory board

Suggested Schedules

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

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

3. Schedule C - Membership Interests: Detailed breakdown of membership interests and classes

4. Schedule D - Management Structure: Organizational chart and management responsibilities

5. Schedule E - Tax Elections: Specific tax elections made by the LLC

6. Appendix 1 - Defined Terms: Extended glossary of defined terms

7. Appendix 2 - Transfer Procedures: Detailed procedures for transferring membership interests

8. Appendix 3 - Valuation Methods: Agreed methods for valuing membership interests

9. Appendix 4 - Required Notices: Forms of notices required under the agreement

10. Appendix 5 - Competition Restrictions: Detailed non-compete territories and restricted activities

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

Professional Services

Real Estate

Technology

Retail

Manufacturing

Healthcare

Construction

Entertainment

Hospitality

Financial Services

Consulting

E-commerce

Agriculture

Energy

Transportation

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Tax

Compliance

Business Development

Corporate Secretariat

Risk Management

Relevant Roles

Chief Executive Officer

Business Owner

Managing Partner

Chief Legal Officer

General Counsel

Corporate Attorney

Business Development Manager

Chief Financial Officer

Company Secretary

Managing Director

Founder

Entrepreneur

Legal Counsel

Corporate Paralegal

Tax Advisor

Business Manager

Industries
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

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