Fill - Free fillable LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR PDF form

Operating Agreement - 1 www.northwestregisteredagent.com

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR

_________________________

A ____________________-Managed Limited Liability Company

ARTICLE I

Company Formation

1.1 FORMATION. The Members hereby form a Limited Liability Company ("Company")

subject to the provisions of the Limited Liability Company Act as currently in effect as of

this date. Articles of Organization shall be filed with the Secretary of State.

1.2 NAME. The name of the Company shall be: ____________________________________.

1.3 REGISTERED AGENT. The name and location of the registered agent of the Company

shall be:

____________________________________

______________________

_______________________

1.4 TERM. The Company shall continue for a perpetual period.

(a) Members whose capital interest as defined in Article 2.2 exceeds 50 percent vote for

dissolution; or

(b) Any event which makes it unlawful for the business of the Company to be carried on

by the Members; or

(c) The death, resignation, expulsion, bankruptcy, retirement of a Member or the

occurrence of any other event that terminates the continued membership of a Member

of the Company; or

(d) Any other event causing dissolution of this Limited Liability Company under the laws

of the State of ___________________.

1.5 CONTINUANCE OF COMPANY. Notwithstanding the provisions of ARTICLE 1.4, in the

event of an occurrence described in ARTICLE 1.4(c), if there are at least two remaining

Members, said remaining Members shall have the right to continue the business of the

Company. Such right can be exercised only by the unanimous vote of the remaining

Operating Agreement - 2 www.northwestregisteredagent.com

Members within ninety (90) days after the occurrence of an event described in ARTICLE

1.4(c). If not so exercised, the right of the Members to continue the business of the

Company shall expire.

1.6 BUSINESS PURPOSE. The purpose of the Company is to __________________________

________________________________________________________________________

1.7 PRINCIPAL PLACE OF BUSINESS. The location of the principal place of business of the

Company shall be:

_________________________

Principal place of business may be changed at a location the Managers from time to

time select.

1.8 THE MEMBERS. The name and place of residence of each member are contained in

Exhibit 2 attached to this Agreement.

1.9 ADMISSION OF ADDITIONAL MEMBERS. Except as otherwise expressly provided in the

Agreement, no additional members may be admitted to the Company through issuance

by the company of a new interest in the Company, without the prior unanimous written

consent of the Members.

ARTICLE II

Capital Contributions

2.1 INITIAL CONTRIBUTIONS. The Members initially shall contribute to the Company capital

as described in Exhibit 3 attached to this Agreement. The agreed total value of such

property and cash is ____________________________.

2.2 ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member shall be

obligated to make any additional contribution to the Company's capital.

ARTICLE III

Profits, Losses and Distributions

3.1 PROFITS/LOSSES. For financial accounting and tax purposes the Company's net profits

or net losses shall be determined on an annual basis and shall be allocated to the

Members in proportion to each Member's relative capital interest in the Company as set

forth in Exhibit 2 as amended from time to time in accordance with Treasury Regulation

1.704-1.

Operating Agreement - 3 www.northwestregisteredagent.com

3.2 DISTRIBUTIONS. The Members shall determine and distribute available funds annually

or at more frequent intervals as they see fit. Available funds, as referred to herein, shall

mean the net cash of the Company available after appropriate provision for expenses

and liabilities, as determined by the Managers. Distributions in liquidation of the

Company or in liquidation of a Member's interest shall be made in accordance with the

positive capital account balances pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2).

To the extent a Member shall have a negative capital account balance, there shall be a

qualified income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).

ARTICLE IV

Management

4.1 MANAGEMENT OF THE BUSINESS. The name and place of residence of each Manager is

attached as Exhibit 1 of this Agreement. By a vote of the Members holding a majority of

the capital interests in the Company, as set forth in Exhibit 2 as amended from time to

time, shall elect so many Managers as the Members determine, but no fewer than one,

with one Manager elected by the Members as Chief Executive Manager. The elected

Manager(s) may either be a Member or Non-Member.

4.2 MEMBERS. The liability of the Members shall be limited as provided pursuant to

applicable law. Members that are not Managers shall take no part whatever in the

control, management, direction, or operation of the Company's affairs and shall have no

power to bind the Company. The Managers may from time to time seek advice from the

Members, but they need not accept such advice, and at all times the Managers shall

have the exclusive right to control and manage the Company. No Member shall be an

agent of any other Member of the Company solely by reason of being a Member.

4.3 POWERS OF MANAGERS. The Managers are authorized on the Company's behalf to

make all decisions as to (a) the sale, development lease or other disposition of the

Company's assets; (b) the purchase or other acquisition of other assets of all kinds; (c)

the management of all or any part of the Company's assets; (d) the borrowing of money

and the granting of security interests in the Company's assets; (e) the pre-payment,

refinancing or extension of any loan affecting the Company's assets; (f ) the compromise

or release of any of the Company's claims or debts; and, (g) the employment of persons,

firms or corporations for the operation and management of the company's business. In

the exercise of their management powers, the Managers are authorized to execute and

deliver (a) all contracts, conveyances, assignments leases, sub-leases, franchise

agreements, licensing agreements, management contracts and maintenance contracts

covering or affecting the Company's assets; (b) all checks, drafts and other orders for

the payment of the Company's funds; (c) all promissory notes, loans, security

agreements and other similar documents; and, (d) all other instruments of any other

kind relating to the Company's affairs, whether like or unlike the foregoing.

Operating Agreement - 4 www.northwestregisteredagent.com

4.4 CHIEF EXECUTIVE MANAGER. The Chief Executive Manager shall have primary

responsibility for managing the operations of the Company and for effectuating the

decisions of the Managers.

4.5 NOMINEE. Title to the Company's assets shall be held in the Company's name or in the

name of any nominee that the Managers may designate. The Managers shall have

power to enter into a nominee agreement with any such person, and such agreement

may contain provisions indemnifying the nominee, except for his willful misconduct.

4.6 COMPANY INFORMATION. Upon request, the Managers shall supply to any member

information regarding the Company or its activities. Each Member or his authorized

representative shall have access to and may inspect and copy all books, records and

materials in the Manager's possession regarding the Company or its activities. The

exercise of the rights contained in this ARTICLE 4.6 shall be at the requesting Member's

expense.

4.7 EXCULPATION. Any act or omission of the Managers, the effect of which may cause or

result in loss or damage to the Company or the Members if done in good faith to

promote the best interests of the Company, shall not subject the Managers to any

liability to the Members.

4.8 INDEMNIFICATION. The Company shall indemnify any person who was or is a party

defendant or is threatened to be made a party defendant, pending or completed action,

suit or proceeding, whether civil, criminal, administrative, or investigative (other than an

action by or in the right of the Company) by reason of the fact that he is or was a

Member of the Company, Manager, employee or agent of the Company, or is or was

serving at the request of the Company, for instant expenses (including attorney's fees),

judgments, fines, and amounts paid in settlement actually and reasonably incurred in

connection with such action, suit or proceeding if the Members determine that he acted

in good faith and in a manner he reasonably believed to be in or not opposed to the

best interest of the Company, and with respect to any criminal action proceeding, has

no reasonable cause to believe his/her conduct was unlawful. The termination of any

action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of

"no lo Contendere" or its equivalent, shall not in itself create a presumption that the

person did or did not act in good faith and in a manner which he reasonably believed to

be in the best interest of the Company, and, with respect to any criminal action or

proceeding, had reasonable cause to believe that his/her conduct was lawful.

4.9 RECORDS. The Managers shall cause the Company to keep at its principal place of

business the following:

(a) a current list in alphabetical order of the full name and the last known street address

of each Member;

(b) a copy of the Certificate of Formation and the Company Operating Agreement and all

amendments;

Operating Agreement - 5 www.northwestregisteredagent.com

(c) copies of the Company's federal, state and local income tax returns and reports, if

any, for the three most recent years;

(d) copies of any financial statements of the limited liability company for the three most

recent years.

ARTICLE V

Compensation

5.1 MANAGEMENT FEE. Any Manager rendering services to the Company shall be entitled

to compensation commensurate with the value of such services.

5.2 REIMBURSEMENT. The Company shall reimburse the Managers or Members for all

direct out-of-pocket expenses incurred by them in managing the Company.

ARTICLE VI

Bookkeeping

6.1 BOOKS. The Managers shall maintain complete and accurate books of account of the

Company's affairs at the Company's principal place of business. Such books shall be kept

on such method of accounting as the Managers shall select. The company's accounting

period shall be the calendar year.

6.2 MEMBER'S ACCOUNTS. The Managers shall maintain separate capital and distribution

accounts for each member. Each member's capital account shall be determined and

maintained in the manner set forth in Treasury Regulation 1.704-l(b)(2)(iv) and shall

consist of his initial capital contribution increased by:

(a) any additional capital contribution made by him/her;

(b) credit balances transferred from his distribution account to his capital account;

and decreased by:

(a) distributions to him/her in reduction of Company capital;

(b) the Member's share of Company losses if charged to his/her capital account.

6.3 REPORTS. The Managers shall close the books of account after the close of each

calendar year, and shall prepare and send to each member a statement of such

Member's distributive share of income and expense for income tax reporting purposes.

Operating Agreement - 6 www.northwestregisteredagent.com

ARTICLE VII

Transfers

7.1 ASSIGNMENT. If at any time a Member proposes to sell, assign or otherwise dispose of

all or any part of his interest in the Company, such Member shall first make a written

offer to sell such interest to the other Members at a price determined by mutual

agreement. If such other Members decline or fail to elect such interest within thirty (30)

days, and if the sale or assignment is made and the Members fail to approve this sale or

assignment unanimously then, pursuant to the applicable law, the purchaser or assignee

shall have no right to participate in the management of the business and affairs of the

Company. The purchaser or assignee shall only be entitled to receive the share of the

profits or other compensation by way of income and the return of contributions to

which that Member would otherwise be entitled.

Operating Agreement - 7 www.northwestregisteredagent.com

CERTIFICATE OF FORMATION

This Company Operating Agreement is entered into and shall become effective as of the

Effective Date by and among the Company and the persons executing this Agreement as

Members. It is the Members express intention to create a limited liability company in

accordance with applicable law, as currently written or subsequently amended or redrafted.

The undersigned hereby agree, acknowledge, and certify that the foregoing operating

agreement is adopted and approved by each member, the agreement consisting of ____ pages,

constitutes, together with Exhibit 1, Exhibit 2 and Exhibit 3 (if any), the Operating Agreement of

____________________________________________________, adopted by the members as of

_______________________, _______ 20______.

Members:

________________________________ Printed Name ________________________

Signature

Percent: _____%

_________________________________ Printed Name ________________________

Signature

Percent: _____%

__________________________________ Printed Name ________________________

Signature

Percent: _____%

__________________________________ Printed Name ________________________

Signature

Percent: _____%

Operating Agreement - 8 www.northwestregisteredagent.com

EXHIBIT 1

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR

_______________________

LISTING OF MANAGERS

By a majority vote of the Members the following Managers were elected to operate the

Company pursuant to ARTICLE 4 of the Agreement:

__________________________________________

Printed Name ___________________________

Chief Executive Manager

__________________________ Address

__________________________

______________________________

Printed Name ___________________________

Title ______________________

__________________________ Address

__________________________

The above listed Manager(s) will serve in their capacities until they are removed for any reason

by a majority vote of the Members as defined by ARTICLE 4 or upon their voluntary resignation.

Signed and Agreed this _______day of ________________________, 20______.

_____________________________ Printed Name __________________________

Signature of Member

______________________________ Printed Name __________________________

Signature of Member

______________________________ Printed Name __________________________

Signature of Member

Operating Agreement - 9 www.northwestregisteredagent.com

EXHIBIT 2

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR

________________

LISTING OF MEMBERS

As of the _____ day of ______________________, 20_____ the following is a list of Members

of the Company:

Name_________________________________ Percent ______%

Address _______________________________________________

Name_________________________________ Percent ______%

Address _______________________________________________

Name_________________________________ Percent ______%

Address _______________________________________________

Name_________________________________ Percent ______%

Address _______________________________________________

Authorized by Member(s) to provide Member Listing as of this _____ day of

___________________, 20_____.

_________________________________ __________________________________

Signature of Member Signature of Member

_________________________________ __________________________________

Signature of Member Signature of Member

Operating Agreement - 10 www.northwestregisteredagent.com

EXHIBIT 3

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR

_____________________

CAPITAL CONTRIBUTIONS

Pursuant to ARTICLE 2, the Members' initial contribution to the Company capital is stated to be

$______________________. The description and each individual portion of this initial

contribution is as follows:

__________________________________________________________ $______________

SIGNED AND AGREED this _____ day of ________________, 20____.

____________________________________ ____________________________________

Member Member

____________________________________ ____________________________________

Member Member

Fill Online, Printable, Fillable, Blank LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR Form

Related forms

Fillable LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR

Fill Online, Printable, Fillable, Blank LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR Form

Related forms

First 20 documents completely FREE!