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Real Estate Llc Operating Agreement
"I need a Real Estate LLC Operating Agreement for a manager-managed LLC with five passive investors, focused on acquiring and managing multi-family residential properties in California, with expected operations to commence March 2025."
1. Parties: Identifies all initial members and the LLC entity
2. Background: Explains the purpose of forming the LLC and its intended real estate activities
3. Definitions: Defines key terms used throughout the agreement, including real estate-specific terminology
4. Formation and Name: Details of LLC formation, name, registered agent, and principal office location
5. Purpose and Powers: Specific real estate activities the LLC will engage in and its general powers
6. Capital Contributions: Initial and additional capital contribution requirements, including property contributions
7. Membership Interests: Classes of membership, ownership percentages, and voting rights
8. Management Structure: Manager-managed or member-managed structure, roles, and responsibilities
9. Meetings and Voting: Procedures for member meetings and voting requirements for various decisions
10. Real Estate Operations: Procedures for property acquisition, management, leasing, and disposition
11. Distributions: Rules for distributing operating income, property sale proceeds, and refinancing proceeds
12. Tax Matters: Tax classifications, allocations, and distributions, including real estate tax considerations
13. Transfer Restrictions: Limitations on transferring membership interests and right of first refusal provisions
14. Dissolution and Liquidation: Process for winding up the LLC and distributing assets
15. General Provisions: Miscellaneous legal provisions including governing law, amendments, and notices
1. Development Projects: Include when LLC will engage in real estate development, covering project approval and management
2. Property Management Services: Include when LLC will self-manage properties, detailing management responsibilities and fees
3. Buy-Sell Provisions: Include for closely-held LLCs, detailing trigger events and valuation methods
4. Special Purpose Entity Provisions: Include when required by lenders for single-asset isolation
5. Investment Committee: Include when LLC will have formal investment decision-making processes
6. REIT Compliance: Include if LLC needs to maintain REIT qualification requirements
7. International Investment: Include if LLC will invest in foreign real estate
8. Crowdfunding Provisions: Include if LLC will use crowdfunding for capital raising
1. Schedule A - Member Information: List of members, capital contributions, and membership interests
2. Schedule B - Property Schedule: List of properties owned by the LLC with key details
3. Schedule C - Initial Officers: List of initial officers and their positions if manager-managed
4. Schedule D - Approved Property Management Agreement: Standard form of property management agreement
5. Schedule E - Approved Lease Form: Standard form of lease agreement
6. Appendix 1 - Capital Account Maintenance: Detailed rules for maintaining capital accounts
7. Appendix 2 - Tax Allocations: Detailed provisions for tax allocations and 704(b) compliance
8. Appendix 3 - Investment Guidelines: Detailed investment criteria and procedures
Authors
Additional Capital Contribution
Adjusted Capital Account
Affiliate
Agreement
Annual Budget
Applicable Law
Approved Property Manager
Articles of Organization
Asset Management Fee
Bankruptcy
Business Day
Capital Account
Capital Call
Capital Contribution
Certificate of Formation
Class A Member
Class B Member
Company Property
Confidential Information
Default Rate
Defaulting Member
Development Fee
Disability
Distributable Cash
Distribution
Effective Date
Fair Market Value
Fiscal Year
Gross Asset Value
Initial Capital Contribution
Investment Committee
Lease
Lien
Liquidation
Major Decision
Managing Member
Member
Membership Interest
Net Income
Net Loss
Non-Managing Member
Operating Cash Flow
Percentage Interest
Person
Property
Property Management Agreement
Property Manager
Qualified Transfer
Real Estate Asset
REIT
Required Capital Contribution
Right of First Refusal
Sale Proceeds
State
Supermajority Vote
Tax Matters Partner
Transfer
Treasury Regulations
Unit
Unreturned Capital Contribution
Purpose
Term
Capital Contribution
Additional Capital
Membership Interest
Management Rights
Voting Rights
Property Acquisition
Property Management
Leasing
Distribution
Transfer Restriction
Right of First Refusal
Buy-Sell
Capital Account
Allocation
Tax Matters
Books and Records
Confidentiality
Non-Competition
Authority
Indemnification
Insurance
Amendment
Dissolution
Withdrawal
Removal
Dispute Resolution
Governing Law
Notice
Assignment
Severability
Integration
Force Majeure
Property Disposition
Environmental Compliance
Investment Guidelines
Asset Management
Property Valuation
Member Default
Deadlock Resolution
Representations and Warranties
Exculpation
Fees and Expenses
Real Estate
Property Development
Commercial Property
Residential Property
Property Management
Real Estate Investment
Construction
Property Technology
Real Estate Finance
Hospitality
Retail Property
Industrial Property
Legal
Real Estate
Finance
Operations
Investment
Asset Management
Tax
Compliance
Development
Property Management
Acquisitions
Real Estate Attorney
Property Manager
Real Estate Developer
Investment Manager
Asset Manager
Chief Financial Officer
Real Estate Broker
Legal Counsel
Managing Director
Operations Manager
Real Estate Investment Analyst
Compliance Officer
Tax Manager
Development Director
Acquisitions Manager
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