Single Member Managed Llc Operating Agreement Template for United States

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Key Requirements PROMPT example:

Single Member Managed Llc Operating Agreement

"I need a Single Member Managed LLC Operating Agreement for my new e-commerce business in California, with specific provisions for intellectual property protection and international sales operations, to be effective from March 1, 2025."

Document background
The Single Member Managed LLC Operating Agreement is essential for entrepreneurs and business owners establishing a single-member LLC in the United States. This document is used when an individual wants to form an LLC while maintaining sole ownership and management control. It serves multiple crucial purposes: establishing the LLC's governance structure, maintaining the separation between personal and business assets (crucial for liability protection), and providing clear operational guidelines. The agreement must comply with state-specific LLC laws where the company is formed and federal regulations, particularly regarding tax treatment. While some states don't legally require an operating agreement for single-member LLCs, having one is considered best practice for maintaining liability protection and providing clear documentation of the company's structure and operations. The document typically includes detailed provisions about capital contributions, distributions, management responsibilities, succession planning, and dissolution procedures.
Suggested Sections

1. Parties: Identifies the single member and the LLC as parties to the agreement

2. Background: States the intent to form and operate the LLC, and basic formation details

3. Definitions: Defines key terms used throughout the agreement

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

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

6. Membership Interest: Details of the single member's 100% ownership interest

7. Capital Contributions: Initial and any additional capital contributions by the member

8. Management Structure: Establishes the member's role as manager and management authority

9. Financial Matters: Accounting methods, fiscal year, banking, and financial records

10. Distributions: Rules for distributing profits and losses to the member

11. Tax Matters: Tax classification and compliance requirements

12. Liability and Indemnification: Limited liability provisions and indemnification terms

13. Transfer Restrictions: Rules regarding transfer of membership interest

14. Dissolution: Conditions and procedures for LLC dissolution

15. Miscellaneous: General legal provisions including amendments, governing law, and notices

Optional Sections

1. Succession Planning: Provisions for transfer of ownership upon death or incapacity

2. Employee Management: Include if the LLC will have employees

3. Intellectual Property: Include if the LLC will own or develop IP

4. Real Estate Holdings: Include if the LLC will own or lease real estate

5. Foreign Operations: Include if the LLC will conduct business internationally

6. Advisory Board: Include if the LLC will have an advisory board

7. Insurance Requirements: Detailed insurance requirements beyond basic coverage

8. Conflict Resolution: Specific procedures for resolving internal disputes

9. Banking and Investment Guidelines: Detailed financial management procedures

Suggested Schedules

1. Schedule A - Initial Capital Contributions: Details of initial member contributions including cash, property, or services

2. Schedule B - Assets: List of LLC assets at formation

3. Schedule C - Management Procedures: Detailed operational and management procedures

4. Appendix 1 - Certificate of Formation: Copy of filed formation documents

5. Appendix 2 - Member Information: Detailed member information and contact details

6. Appendix 3 - Business Plan: Initial business plan and objectives

7. Appendix 4 - Tax Elections: Copies of tax classification elections and related documents

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

Clauses
Relevant Industries

Professional Services

Real Estate

Retail

Technology

Manufacturing

Construction

Healthcare

Hospitality

Consulting

E-commerce

Agriculture

Entertainment

Education

Financial Services

Transportation

Creative Industries

Relevant Teams

Legal

Finance

Tax

Compliance

Corporate Governance

Executive Leadership

Risk Management

Operations

Administration

Relevant Roles

Business Owner

Entrepreneur

CEO

Managing Director

Company Secretary

General Counsel

Legal Counsel

Corporate Attorney

Tax Advisor

CFO

Financial Controller

Business Development Manager

Operations Manager

Risk Manager

Compliance Officer

Company Director

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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