Limited Liability Company
ocstoc Legal Agreements
This Limited Liability Company Operating Agreement outlines the
operating procedure and policies of an LLC (Limited Liability Company)
owned and managed by its Member. An LLC is a great business vehicle
because it provides a single or multiple owner with limited liability
protection. Please use our Single Member LLC operating agreement if you
are the sole/single owner of the LLC.
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Entire document © Docstoc, Inc., 2010, 2011
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Attorney Drafted
OPERATING AGREEMENT
OF ___________________ [INSTRUCTION: INSERT THE NAME OF
COMPANY],
LIMITED LIABILITY COMPANY
STATE OF MONTANA
This Limited Liability Company Operating Agreement (the “Agreement”) of
_________________________________________ [Instruction: Insert the name of company]
a Montana limited liability company (the “Company”) is entered into as of the _____ [Month]
_____ [Date], 20_____ [Year] by and between
First Member
________________________________ [Instruction: Insert the name of member], residing at
______________________________________ [Instruction: Insert the address of member]
(the “Member”)
Second Member
________________________________ [Instruction: Insert the name of member], residing at
______________________________________ [Instruction: Insert the address of member]
(the “Member”)
Third Member
________________________________ [Instruction: Insert the name of member], residing at
______________________________________ [Instruction: Insert the address of member]
(the “Member”)
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Fourth Member
________________________________ [Instruction: Insert the name of member], residing at
______________________________________ [Instruction: Insert the address of member]
(the “Member”)
[Instructions: Kindly add or delete above member sections as needed.]
In order to form a limited liability company pursuant to and in accordance with the Montana
Code, Title 35 – Corporations, Partnerships, and Associations, Chapter 8 – Montana Limited
Liability Company Act, as amended from time to time (the “Act”), the Members hereby agrees
as follows:
1. DEFINITIONS.
a. “Articles of Organization” means the document filed with the Secretary of State
required to form a limited liability company in State of Montana.
b. “Fiscal Year” shall be from __________ through __________ [ ◊ Instruction: Insert
the start and end dates of the fiscal year e.g., January 1 through December 31] of
each year until or unless changed by the Members.
c. “Person” whether capitalized or not, means any individual, sole proprietorship, joint
venture, partnership, corporation, company, firm, bank, association, cooperative, trust,
estate, government, governmental agency, regulatory authority, or other entity of any
nature.
2. ORGANIZATION.
a. Company Name.
The name of the limited liability company formed hereby shall be _____________________
[Instruction: Insert the name of company] (the “Company”).
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b. Purpose.
The business of the Company shall be:
___________________________________________________________________________
___________________________________________________________________________
[Instruction: Insert the nature of business of company]
Further, the Company is formed for the object and purpose of, and the nature of the business
to be conducted and promoted by the Company is, engaging in any lawful act or activity for
which limited liability companies may be formed under the Act, and engaging in any and all
activities necessary or incidental to the foregoing.
c. Registered Office; Registered Agent.
The Company shall maintain a registered office at __________________________________
[Instruction: Insert address of registered office of the Company] and its principal office at
________________________________________ [Instruction: Insert address of principal
place of business of the Company]. The Members may at any time change the location of
the Company’s principal offices and may establish additional offices. The name of the
Company’s registered agent is ___________________________________ [Instruction:
Insert the name and address of registered agent of the Company].
d. Term.
The term of the Company shall commence on the date first written above and shall have
perpetual existence unless it shall be dissolved and its affairs shall have been wound up as
provided in Section 7 (Dissolution and Winding up of Business).
e. Qualification in Other Jurisdictions.
The Company may register in any other jurisdiction upon the approval of the Members.
f. Bank Accounts.
All funds of the Company shall be deposited in one or more accounts with one or more
recognized financial institutions in the name of the Company, at such locations as shall be
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determined by the Managing Member. Withdrawal from such accounts shall require the
signature of such person or persons as the Managing Member may designate.
3. ACCOUNTS AND RECORDS.
a. Records and Accounting; Reports; Fiscal Affairs.
Proper and complete records and books of accounting of the business of the Company,
including a list of names, addresses, and interests of all Members, shall be maintained at the
Company’s principal place of business. The books and records of the Company shall be kept
on cash basis of accounting, and the cash basis of accounting shall be followed by the
Company for federal income tax purposes.
b. Fiscal Year End.
The fiscal year end shall be _____________________ [ ◊ Instruction: Insert end date e.g.,
December 31].
c. Keeper of the Books.
At all times during the term of existence of the Company, _____________________
[Instruction: Insert the name of member], in his/her capacity as Managing Member shall
keep or cause to be kept the books of accounts referred to in Section 3(a) (Records and
Accounting), and the following:
i. A current list of the full name and last known business or residence address of each
Member;
ii. A copy of the Articles of Organization, as amended;
iii. Executed counterparts of this Agreement, as amended;
iv. Any powers of attorney under which the Company takes action;
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v. Copies of the Company's federal, state, and local income tax or information returns
and reports, if any, for the _________(___) [ ◊ Instruction: Insert number of years
e.g., six (6)] most recent taxable years;
vi. Financial statements of the Company for the _________(___) [ ◊ Instruction: Insert
number of years e.g., six (6)] most recent fiscal years; and
vii. All Company records as they relate to the Company's internal affairs for the current
and past _________ (___) [ ◊ Instruction: Insert number of years e.g., four (4)]
fiscal years.
4. Powers.
The Company shall have the power and authority to do any and all acts necessary or
convenient to or in furtherance of the purposes described in Section 2 hereof, including all
power and authority, statutory or otherwise, possessed by, or which may be conferred upon,
limited liability companies under the laws of the State of Montana.
5. Management.
The management of the Company shall be vested in the Members listed under this operating
agreement. The Managing Member shall have the full power and authority to authorize,
approve, or undertake any action on behalf of the Company and to bind the Company without
the necessity of a meeting. In connection with the foregoing, the Managing Member is
authorized and empowered:
a. To appoint by written designation filed with the records of the Company, one or more
persons to act on behalf of the Company as officers of the Company with such titles as
may be appropriate including the titles of President, Vice President, Treasurer, Secretary,
and Assistant Secretary; and
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b. To delegate any and all power and authority with respect to the business and affairs of the
Company to any individual or entity, including any officers or employees of the
Company.
Any person appointed as an officer of the Company with a title customarily held by an
officer of a corporation shall have the same power and authority to act on behalf of the
Company as an officer holding the same title would customarily have in a corporation
organized under the laws of the State of Montana. ___________________________
[Instruction: Insert the name of authorized person] is hereby designated as the authorized
person, within the meaning of the Act, to execute, deliver, and file the Articles of
Organization of the Company, and together with other persons that may hereafter be
designated, such other certificates as may be necessary for the Company to qualify to do
business in any jurisdiction in which the Company may wish to conduct business.
6. Reliance by Third Parties.
Any person or entity dealing with the Company may rely upon a certificate signed by the
Managing Member of the Company, or signed by any Secretary or Assistant Secretary of the
Company as to:
a. the persons who or entities that are authorized to execute and deliver any instrument or
document of or on behalf of the Company, and
b. the persons who are authorized to take any action or refrain from taking any action as to
any matter whatsoever involving the Company.
7. Dissolution and Winding Up of Business.
The Company shall have perpetual existence unless it shall be dissolved and its affairs shall
have been wound up upon:
a. the consent of a majority of Members;
b. the resignation, bankruptcy, dissolution, or death of the Members or the Member holding
more than 50% shares in the company; or
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c. the entry of any decree of judicial dissolution.
8. Capital Contributions.
The Members initially shall contribute to the Company capital as described in Exhibit A –
Capital Contribution attached to this Agreement. (“Capital Contribution”).
9. Additional Contributions.
The Members may make, but shall not be required to make, any additional capital
contributions to the Company.
10. Allocation of Profits and Losses.
The Company’s profits and losses shall be allocated to the Members.
11. Distributions.
Distributions shall be made to the Members at the time and in the aggregate amounts as
determined by the Members.
12. Assignment.
The Members may assign their limited liability company interest to any person, which person
shall become a Member upon the filing of the instrument of assignment with the records of
the Company.
13. Resignation.
The Managing Member may resign from the Company at any time by written resignation to
the Members. Upon such resignation, the vacancy shall be filled by majority vote of
remaining Members.
14. Amendments.
This Agreement may be amended or restated from time to time by the Members.
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15. Liability of Members.
The Members shall not have any liability for the obligations or liabilities of the Company
except to the extent provided by the Act.
16. Governing Law.
This Agreement and all rights and remedies hereunder, shall be governed by and construed
under the laws of the State of Montana.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly
executed this Limited Liability Company Agreement as of the date and year first aforesaid.
____________________________________________
[Instruction: Insert signature of member #1]
____________________________________________
[Instruction: Insert printed name of member #1]
____________________________________________
[Instruction: Insert signature of member #2]
____________________________________________
[Instruction: Insert printed name of member #2]
____________________________________________
[Instruction: Insert signature of member #3]
____________________________________________
[Instruction: Insert printed name of member #3]
____________________________________________
[Instruction: Insert signature of member #4]
____________________________________________
[Instruction: Insert printed name of member #4]
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EXHIBIT A
CAPITAL CONTRIBUTIONS
Pursuant to section 8 of the operating agreement, the Members' initial contribution to the
Company capital is stated hereby. The description and each individual portion of this initial
contribution are as follows:
MEMBER AMOUNT
1. ____________________________________ $______________
2. ____________________________________ $______________
3. ____________________________________ $______________
4. ____________________________________ $______________
5. ____________________________________ $______________
6. ____________________________________ $______________
7. ____________________________________ $______________
8. ____________________________________ $______________
SIGNED AND AGREED this _____ [date] day of ________________ [month], 20____ [year].
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