LLC Operating Agreement

LLC Name *

Include the full legal name exactly as registered or to be registered with the state.

Formation State *

Effective Date *

Principal Office Address *

LLC Structure *

Single-member LLCs have one owner. Multi-member LLCs have two or more owners. This affects transfer restrictions, voting rights, and tax treatment.

Business Purpose

Registered Agent Name *

Can be a person or a registered agent company. Must have a physical address in the formation state.

Registered Agent Address *

For multi-member LLCs, all ownership percentages must total exactly 100%. Capital contributions can be cash, property, or services.

Management Structure *

Member-managed: all members run the business. Manager-managed: a designated manager (can be a member or outside person) runs day-to-day operations.

Right of First Refusal (ROFR)?

ROFR gives remaining members 30 days to match any third-party offer before a member can sell their interest. Strongly recommended for multi-member LLCs.

Forced Buyout on Triggering Events?

Gives the Company the option to purchase a member's interest at fair market value upon death, disability, divorce (affecting membership interests), or bankruptcy. Protects against unwanted third-party ownership.

Voting Method

Proportionate: votes weighted by ownership %. Per capita: each member gets one equal vote. Unanimous: all decisions require full agreement.

Supermajority for Major Decisions

Applies to major decisions: selling assets, admitting new members, amending this Agreement, merger or dissolution. Routine operations use standard voting.

Mandatory Tax Distribution Clause?

Strongly Recommended. LLCs are pass-through entities - members owe personal income tax on Company profits even if no cash was distributed. This clause ensures members receive enough cash to cover their IRS liability by March 15.

Indemnification Clause?

Company agrees to protect members and managers from personal liability for actions taken in good faith on behalf of the Company (excludes fraud, gross negligence, or willful misconduct).