AI Generated American Operating Agreement for Limited Liability Company

Operating Agreement for Limited Liability Company

1. Parties

Identifies the LLC and every person or entity entering into the Operating Agreement as a Member or Manager, including legal names, mailing addresses, and ownership percentages.

2. Recitals

States the background, purpose for drafting the Operating Agreement, and the intent of the parties to be legally bound.

3. Formation

Confirms the formation of the Limited Liability Company, reference to the filed Articles of Organization, and the effective date of formation under state law.

4. Name of the Company

Sets forth the exact legal name of the LLC as registered with the Secretary of State and any permitted variations or trade names.

5. Principal Office and Business Address

Provides the street address of the LLC’s principal place of business and authority for the Members or Managers to change that address.

6. Registered Agent and Registered Office

Designates the registered agent and registered office for service of process and describes the procedure to change either.

7. Business Purpose

Defines the nature and scope of the LLC’s business activities and grants authority to engage in any lawful business for which a limited liability company may be organized.

8. Term and Continuity

States the commencement date of the LLC and its perpetual duration unless dissolved in accordance with the Agreement or applicable law.

9. Capital Contributions

Lists initial capital contributions of each Member, the form of the contribution (cash, property, services), and timing requirements.

10. Capital Accounts

Establishes maintenance of individual capital accounts for each Member in accordance with Internal Revenue Code §704(b) and applicable Treasury Regulations.

11. Additional Capital Contributions

Sets conditions under which Members may or must contribute additional capital, including remedies for failure to contribute.

12. Allocation of Profits and Losses

Details how the LLC’s profits, losses, and items of income, deduction, credit, and basis are allocated among Members.

13. Distributions

Specifies timing, priority, and form of cash or property distributions to Members, including tax distributions and liquidating distributions.

14. Tax Classification and Elections

States the LLC’s federal and state tax classification (e.g., partnership or corporation), authority to make elections such as Subchapter S or check-the-box, and designation of the Partnership Representative under the Bipartisan Budget Act audit rules.

15. Fiscal Year and Accounting Methods

Defines the LLC’s fiscal year, accounting principles, bookkeeping responsibilities, and annual report requirements.

16. Bank Accounts and Funds Management

Authorizes establishment of bank and investment accounts and prescribes rules for signing authority and use of LLC funds.

17. Management Structure

Identifies whether the LLC is Member-managed or Manager-managed and describes the powers, duties, and limitations of the managing parties.

18. Appointment and Removal of Managers or Officers

Outlines procedures for electing, appointing, or removing Managers or Officers and defines their specific authority.

19. Meetings of Members

Provides requirements for annual and special meetings, notice, quorum, and minute-keeping.

20. Voting Rights and Procedures

Sets forth voting power (per-capita, percentage, or unit-based), approval thresholds for ordinary and major actions, and permitted voting methods (in-person, proxy, written consent).

21. Action by Written Consent

Authorizes Members or Managers to act without a meeting through unanimous or majority written consent and prescribes record-keeping requirements.

22. Duties, Standard of Care, and Fiduciary Obligations

Defines fiduciary duties (or waivers) owed by Members and Managers, standard of care, good-faith requirements, and conflict-of-interest rules.

23. Compensation and Reimbursement

Describes compensation, draws, or fees payable to Members, Managers, or Officers and reimbursement of expenses incurred on behalf of the LLC.

24. Indemnification

Provides indemnity protection and advancement of expenses for Members, Managers, Officers, employees, and agents against claims arising from LLC activities.

25. Limitation of Liability

Limits personal liability of Members and Managers to the maximum extent permitted by law and clarifies exceptions such as willful misconduct or fraud.

26. Records and Information Rights

Specifies books and records the LLC must maintain and grants Members access and inspection rights.

27. Confidentiality

Imposes obligations on Members and Managers to keep LLC information confidential and outlines permitted disclosures.

28. Intellectual Property

Addresses ownership, licensing, and use of intellectual property contributed to or developed by the LLC.

29. Loans to or from Members

Sets terms and approval requirements for any loans made by or to Members, including interest rates and collateral.

30. Transfer and Assignment of Membership Interests

Provides restrictions, conditions, and procedures for voluntary or involuntary transfers of LLC interests, including required consents.

31. Right of First Refusal and Buy-Sell Provisions

Grants the LLC or remaining Members priority to purchase a transferring Member’s interest before sale to third parties and details pricing mechanisms.

32. Drag-Along and Tag-Along Rights

Defines rights compelling minority Members to join in a sale (drag-along) or permitting them to participate in a sale (tag-along).

33. Admission of New Members

Sets the requirements for admitting additional Members, including capital contribution, execution of joinder agreements, and voting approval.

34. Withdrawal, Resignation, or Expulsion of Members

Describes conditions under which a Member may withdraw, steps for voluntary resignation, and grounds and procedures for expulsion.

35. Events of Dissociation

Enumerates events—death, bankruptcy, incapacity—that cause a Member’s dissociation and resulting rights and obligations.

36. Dissolution

Lists events triggering dissolution (e.g., unanimous vote, judicial decree) and outlines the winding-up process.

37. Winding Up and Liquidation

Details procedures for liquidating assets, paying creditors, and distributing remaining assets to Members in accordance with capital account balances.

38. Continuation of the Business after Dissolution Event

Provides for reconstitution of the LLC if remaining Members elect to continue the business after a dissolution event.

39. Amendments to Operating Agreement

Specifies procedures and approval thresholds required to amend, modify, or restate the Agreement.

40. Notices

Establishes methods, addresses, and deemed receipt rules for all notices required under the Agreement.

41. Governing Law

Declares which state’s laws govern the Agreement, typically the state of organization.

42. Dispute Resolution

Provides for mediation, arbitration, or litigation venue, waiver of jury trial, and allocation of attorney’s fees.

43. Severability

States that unenforceable provisions will be severed and remaining provisions will continue in full force.

44. Waiver

Clarifies that failure to enforce any provision is not a waiver of future enforcement rights.

45. Entire Agreement and Superseding Effect

Affirms that the Operating Agreement constitutes the complete agreement among the parties and supersedes prior agreements or understandings.

46. Counterparts and Electronic Signatures

Permits execution of the Agreement in multiple counterparts and by electronic signature or PDF delivery.

47. Headings

States that section headings are for convenience only and do not affect interpretation.

48. Exhibits and Schedules

Lists attached schedules such as Member Capital Contributions, Percentage Interests, and any special allocations or buy-sell formulas, incorporating them by reference.

49. Signature Blocks

Provides lines for each Member and Manager to sign and date the Operating Agreement with name and title, indicating acceptance.

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什么是 Operating Agreement for Limited Liability Company?

An Operating Agreement is a comprehensive legal document outlining the management structure and operational guidelines for a Limited Liability Company (LLC). It defines the roles and responsibilities of members and managers, outlines procedures for making business decisions, and helps protect the limited liability status of LLC members. In the United States, having a well-drafted Operating Agreement is not only crucial for internal governance but also vital in ensuring legal and financial protection for all involved parties. Our AI-driven platform provides a streamlined and reliable method to generate your tailored Operating Agreement, helping to ensure your business operates smoothly and within legal frameworks across various states.