Member Managed Operating Agreement Template for United States

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Key Requirements PROMPT example:

Member Managed Operating Agreement

"I need a Member Managed Operating Agreement for a technology startup LLC with three founding members who will all contribute different amounts of initial capital, and we need strong provisions for intellectual property protection and future capital raises planned for March 2025."

Document background
The Member Managed Operating Agreement is a crucial document for Limited Liability Companies in the United States where members wish to maintain direct control over business operations. This agreement should be implemented during the LLC's formation or when transitioning to a member-managed structure. It encompasses essential elements such as ownership percentages, voting rights, capital contributions, profit/loss allocations, and management responsibilities. The document must comply with state-specific LLC statutes while providing flexibility to accommodate business growth and changes. It's particularly vital for small to medium-sized enterprises where owners are actively involved in day-to-day operations and want to maintain direct management control. The agreement serves as a foundational document that helps prevent disputes and provides clear guidelines for business operations.
Suggested Sections

1. Parties: Identifies all initial members of the LLC and their contact information

2. Background: States the purpose of forming the LLC and the intent to operate as a member-managed entity

3. Definitions: Defines key terms used throughout the agreement

4. Formation: Details of LLC formation, including name, registered office, registered agent, and purpose

5. Capital Contributions: Specifies initial and additional capital contributions, terms, and conditions

6. Membership Interests: Defines ownership percentages and classes of membership interests

7. Management Structure: Outlines member-management structure, voting rights, and decision-making processes

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

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

10. Transfer Restrictions: Rules governing transfer of membership interests and admission of new members

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

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

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

14. Indemnification: Provisions for indemnifying members in various situations

15. Amendment Procedures: Process for modifying the operating agreement

16. General Provisions: Miscellaneous legal provisions including governing law, notices, and severability

Optional Sections

1. Competing Activities: Restrictions on members engaging in competing businesses - used when non-compete provisions are desired

2. Intellectual Property: Provisions regarding ownership and use of IP - included when LLC owns or develops significant IP

3. Employment of Members: Terms for members working as employees - used when members will be active in day-to-day operations

4. Succession Planning: Procedures for handling deceased or incapacitated members - important for family businesses or long-term ventures

5. Special Purpose Provisions: Industry-specific provisions - included based on LLC's business sector

6. Banking and Financial Matters: Specific procedures for banking operations - used for businesses with complex financial operations

7. Insurance Requirements: Mandatory insurance coverage - included when business has significant liability risks

8. Dispute Resolution: Mediation or arbitration procedures - used when alternative dispute resolution is preferred

Suggested Schedules

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

2. Schedule B - Initial Membership Interests: Breakdown of initial ownership percentages and classes of membership interests

3. Schedule C - Valuation Methodology: Agreed methods for valuing membership interests for various purposes

4. Schedule D - Tax Elections: Specific tax elections made by the LLC

5. Appendix 1 - Initial Resolutions: Initial member resolutions establishing operating procedures

6. Appendix 2 - Form of Membership Certificate: Template for membership certificates if used

7. Appendix 3 - Required Notices: Templates for various required notices under the agreement

8. Appendix 4 - Buy-Sell Provisions: Detailed procedures for buying/selling membership interests

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

Retail

Technology

Manufacturing

Construction

Healthcare

Hospitality

Consulting

E-commerce

Agriculture

Entertainment

Food and Beverage

Transportation and Logistics

Relevant Teams

Legal

Finance

Operations

Executive Leadership

Corporate Governance

Compliance

Tax

Business Development

Administration

Relevant Roles

Business Owner

Managing Member

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

General Counsel

Corporate Attorney

Business Development Manager

Operations Manager

Finance Director

Company Secretary

Compliance Officer

Small Business Advisor

Tax Consultant

Business Formation Specialist

Industries
State LLC Act: The specific state's Limited Liability Company Act that governs the formation, operation, and dissolution of LLCs in that jurisdiction. This provides the basic framework for LLC governance and member rights.
Internal Revenue Code § 7701: Federal tax classification rules for LLCs, including the 'check-the-box' regulations that allow LLCs to choose their tax treatment as either a partnership, corporation, or disregarded entity.
Internal Revenue Code Subchapter K: Partnership taxation rules that typically apply to multi-member LLCs, governing distributions, allocations, and tax reporting requirements.
Securities Act of 1933: Federal law governing the offer and sale of membership interests if they qualify as securities, including registration requirements and exemptions.
Securities Exchange Act of 1934: Federal law governing secondary trading of securities and ongoing reporting requirements if membership interests qualify as securities.
State Securities Laws ('Blue Sky Laws'): State-specific regulations governing the offer and sale of securities within the state, including membership interests that qualify as securities.
Uniform Commercial Code (UCC): State-adopted uniform laws governing business transactions, particularly Article 9 regarding secured transactions and member pledges of LLC interests.
Fair Labor Standards Act: Federal law establishing standards for employment relationships, relevant if the LLC will have employees.
State Employment Laws: State-specific regulations governing employment relationships, including wage and hour requirements, if the LLC will have employees.
Internal Revenue Code § 704: Specific rules governing partnership allocations of profit and loss, which affect how LLC operating agreements must structure their allocation provisions.
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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