Limited Liability Operating Agreement Template for United States

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Key Requirements PROMPT example:

Limited Liability Operating Agreement

"I need a Limited Liability Operating Agreement for a three-member technology startup based in Delaware, with provisions for future investor members and specific voting rights for the founding members who will maintain majority control."

Document background
The Limited Liability Operating Agreement is essential for any LLC formation in the United States, serving as the foundational document that outlines how the company will operate and be governed. This agreement becomes necessary immediately upon LLC formation and should be executed before the company begins conducting business. It includes crucial information about ownership structure, capital contributions, profit sharing, management responsibilities, voting rights, and transfer restrictions. While state laws provide default rules for LLCs, a well-drafted Limited Liability Operating Agreement allows members to customize these rules to suit their specific business needs while maintaining compliance with applicable state and federal regulations. The agreement is particularly important for multi-member LLCs to prevent future disputes and provide clear guidelines for handling various business situations.
Suggested Sections

1. Parties: Identifies all initial members of the LLC and any managers if applicable

2. Background: Sets forth the purpose of forming the LLC and basic information about the company's formation

3. Definitions: Defines key terms used throughout the agreement

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

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

6. Members and Membership Interests: Lists initial members, their capital contributions, and ownership percentages

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

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

9. Capital Contributions: Details initial and additional capital contribution requirements and procedures

10. Allocations and Distributions: Methods for allocating profits, losses, and making distributions

11. Transfer Restrictions: Rules regarding 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 choice and tax-related procedures

15. General Provisions: Includes amendment procedures, governing law, and other standard provisions

Optional Sections

1. Drag-Along Rights: Include when majority members want the right to force minority members to join in the sale of the company

2. Tag-Along Rights: Include when minority members want the right to join in sales by majority members

3. Special Purpose Provisions: Include for specific industry requirements or special business purposes

4. Buy-Sell Provisions: Include detailed procedures for buying out members in specific circumstances

5. Non-Compete and Confidentiality: Include when members need to be bound by non-compete and confidentiality obligations

6. Special Voting Rights: Include when certain members have special voting rights or veto powers

7. Investment Representations: Include when membership interests might be considered securities

8. Put and Call Rights: Include when members want options to buy or sell interests at predetermined terms

Suggested Schedules

1. Schedule A - Members and Capital Contributions: Detailed list of members, their initial capital contributions, and membership interests

2. Schedule B - Members' Contact Information: Contact details and addresses of all members

3. Schedule C - Tax Matters: Detailed tax allocations and special tax elections

4. Schedule D - Management Structure: Detailed organizational chart and management responsibilities if manager-managed

5. Appendix 1 - Form of Membership Certificate: Template for membership certificates if used

6. Appendix 2 - Transfer Notice Form: Standard form for notifying the LLC of intended membership transfers

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

8. Appendix 4 - Buy-Sell Procedures: Detailed procedures and forms for implementing buy-sell provisions

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

Financial Services

Construction

Entertainment

Hospitality

E-commerce

Consulting

Agriculture

Energy

Education

Relevant Teams

Legal

Corporate Governance

Finance

Executive Leadership

Tax

Compliance

Risk Management

Corporate Secretary Office

Business Development

Investment

Relevant Roles

CEO

Business Owner

Managing Partner

Corporate Lawyer

General Counsel

Chief Financial Officer

Chief Operating Officer

Company Secretary

Managing Director

Compliance Officer

Business Development Manager

Finance Director

Legal Counsel

Tax Manager

Corporate Secretary

Risk Manager

Investment Manager

Board Member

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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