Online Operating Agreement Template for United States

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Key Requirements PROMPT example:

Online Operating Agreement

"I need an Online Operating Agreement for a three-member tech startup LLC based in Delaware, with specific provisions for remote voting and virtual meetings, as we'll be operating entirely digitally from January 2025."

Document background
The Online Operating Agreement serves as the foundational document for LLCs operating primarily in digital environments under U.S. jurisdiction. This specialized agreement combines traditional LLC governance structures with modern digital business requirements, addressing both state-specific LLC regulations and federal e-commerce laws. It's particularly crucial for businesses conducting operations, meetings, and decision-making processes online. The agreement includes essential provisions for electronic voting, digital record-keeping, cybersecurity protocols, and remote management procedures, while maintaining compliance with the E-SIGN Act and state electronic transaction laws. Used when forming a new LLC or updating existing agreements to accommodate digital operations, this document ensures clear governance structure while embracing technological advancements in business management.
Suggested Sections

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

2. Background: States the purpose of forming the LLC and the intent to operate under this agreement

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: Describes the LLC's business purpose and authorized activities

6. Membership Interests: Outlines initial capital contributions and ownership percentages

7. Management Structure: Specifies whether the LLC is member-managed or manager-managed

8. Meetings and Voting: Procedures for member meetings and voting, including online voting protocols

9. Capital Accounts: Rules for maintaining and adjusting capital accounts

10. Allocations and Distributions: How profits, losses, and distributions are handled

11. Transfer Restrictions: Rules regarding transfer of membership interests

12. Dissolution: Circumstances and procedures for dissolving the LLC

13. Electronic Communications: Protocols for online meetings, voting, and record-keeping

14. Amendment Procedures: Process for modifying the agreement

15. Governing Law: Specifies applicable state law and jurisdiction

Optional Sections

1. Buy-Sell Provisions: Detailed procedures for buying out members' interests in specific situations

2. Intellectual Property Rights: Provisions regarding ownership and use of LLC's intellectual property

3. Non-Compete Clauses: Restrictions on members' competitive activities

4. Data Privacy and Security: Specific provisions for handling sensitive data and maintaining cybersecurity

5. International Operations: Additional provisions for LLCs operating across borders

6. Special Allocations: Complex profit/loss allocation arrangements different from ownership percentages

7. Emergency Procedures: Protocols for decision-making during emergencies or disruptions

8. Alternative Dispute Resolution: Mediation or arbitration procedures for conflict resolution

Suggested Schedules

1. Schedule A - Member Information: Detailed member information including contact details and initial capital contributions

2. Schedule B - Capital Contributions: Itemized list of all member contributions, including valuations of non-cash contributions

3. Schedule C - Membership Interests: Current ownership percentages and voting rights

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

5. Appendix 1 - Electronic Voting Procedures: Detailed procedures for conducting online votes and maintaining voting records

6. Appendix 2 - Digital Meeting Protocol: Technical requirements and procedures for online meetings

7. Appendix 3 - Cybersecurity Standards: Required security measures for electronic communications and data storage

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
Relevant Industries

Technology

E-commerce

Digital Services

Professional Services

Consulting

Software Development

Online Retail

Digital Marketing

Financial Technology

Cloud Services

Healthcare Technology

Education Technology

Remote Services

Digital Entertainment

Online Media

Relevant Teams

Legal

Operations

Information Technology

Compliance

Risk Management

Executive Leadership

Corporate Governance

Digital Operations

Administrative

Finance

Relevant Roles

CEO

Business Owner

LLC Member

Managing Partner

Legal Counsel

Corporate Attorney

Business Development Manager

Operations Director

Compliance Officer

IT Director

Chief Technology Officer

System Administrator

Digital Operations Manager

Chief Financial Officer

Company Secretary

Risk 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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