Multi Member Llc Operating Agreement Template for United States

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Key Requirements PROMPT example:

Multi Member Llc Operating Agreement

"I need a Multi-Member LLC Operating Agreement for a technology consulting firm with four equal partners who will all participate in management decisions, including provisions for intellectual property protection and non-compete clauses."

Document background
The Multi-Member LLC Operating Agreement is essential when two or more individuals or entities join together to form a Limited Liability Company in the United States. This foundational document is crucial for establishing clear guidelines for business operations, preventing potential disputes, and protecting members' interests. While specific requirements vary by state, the agreement typically covers member rights and obligations, capital contributions, profit sharing, management structure, voting procedures, and transfer restrictions. It's particularly important as most states don't provide detailed default rules for multi-member LLCs, making a comprehensive operating agreement vital for smooth business operations and dispute prevention. The document should be drafted with consideration of both federal and state-specific LLC regulations, tax implications, and the particular needs of the business venture.
Suggested Sections

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

2. Background: Establishes the context of the agreement and the intent to form and operate the LLC

3. Definitions: Defines key terms used throughout the agreement

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

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

6. Members and Capital Contributions: Initial members, their capital contributions, and commitment requirements

7. Allocations and Distributions: Rules for allocating profits, losses, and making distributions

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

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

10. Transfer Restrictions: Limitations on transferring membership interests

11. Withdrawal and Removal: Process for member withdrawal and involuntary removal

12. Dissolution and Liquidation: Circumstances and procedures for dissolving the LLC

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

14. Tax Matters: Tax classification choice and tax reporting responsibilities

15. Indemnification: Protection of members and managers from business liabilities

16. Amendment Procedures: Process for modifying the operating agreement

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

Optional Sections

1. Drag-Along Rights: Used when majority members may force minority members to join in sale of LLC

2. Tag-Along Rights: Allows minority members to join in sale if majority members sell their interests

3. Right of First Refusal: Gives existing members priority right to purchase interests being sold

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

5. Non-Compete Clauses: Restrictions on members competing with LLC's business

6. Special Purpose Provisions: For LLCs formed for specific projects or industries

7. Family Limited Liability Company Provisions: Special provisions for family-owned LLCs

8. Professional LLC Provisions: Special requirements for LLCs providing professional services

9. Intellectual Property Rights: Provisions dealing with IP ownership and licensing

10. International Operations: Provisions for LLCs operating across borders

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: Percentage ownership and voting rights of each member

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

5. Appendix 1 - Initial Business Plan: Initial business objectives and operational strategy

6. Appendix 2 - Valuation Methodology: Agreed methods for valuing membership interests

7. Appendix 3 - Tax Elections: Specific tax elections made by the LLC

8. Appendix 4 - Approved Transfer Recipients: Pre-approved potential transferees of 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

Technology

Real Estate

Professional Services

Manufacturing

Retail

Healthcare

Construction

Hospitality

Financial Services

Agriculture

Entertainment

Consulting

E-commerce

Transportation

Energy

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Tax

Compliance

Risk Management

Operations

Business Development

Company Secretariat

Relevant Roles

Business Owner

CEO

Managing Partner

Corporate Attorney

Business Development Manager

Chief Financial Officer

Legal Counsel

Company Secretary

Business Formation Specialist

Managing Director

Compliance Officer

Tax Advisor

Operations Manager

Risk Manager

Investment 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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