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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."
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
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
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
Additional Capital Contribution
Adjusted Capital Account
Affiliate
Agreement
Articles of Organization
Assignee
Bankruptcy
Business Day
Capital Account
Capital Contribution
Certificate of Formation
Code
Company
Company Property
Confidential Information
Default
Defaulting Member
Disability
Dissolution Event
Distribution
Economic Interest
Effective Date
Fiscal Year
GAAP
Governing Law
Initial Capital Contribution
Interest
Majority in Interest
Manager
Managing Member
Member
Membership Interest
Net Income
Net Loss
Non-Managing Member
Operating Agreement
Percentage Interest
Person
Principal Office
Profits and Losses
Registered Office
Related Party
Remaining Members
Required Vote
State
Super Majority
Tax Matters Partner
Transfer
Treasury Regulations
Unit
Voting Interest
Withdrawal Event
Purpose
Principal Place of Business
Term
Membership
Capital Contributions
Additional Capital
Management
Voting Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
First Refusal Rights
Put and Call Rights
Profit Distribution
Loss Allocation
Tax Provisions
Books and Records
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Indemnification
Insurance
Dissolution
Withdrawal
Removal
Death or Incapacity
Valuation
Dispute Resolution
Amendment
Assignment
Notices
Governing Law
Severability
Integration
Force Majeure
Representations and Warranties
Meeting Procedures
Fiduciary Duties
Professional Services
Real Estate
Technology
Retail
Manufacturing
Healthcare
Construction
Entertainment
Hospitality
Financial Services
Consulting
E-commerce
Agriculture
Energy
Transportation
Legal
Corporate Governance
Executive Leadership
Finance
Tax
Compliance
Business Development
Corporate Secretariat
Risk Management
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
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