New York Multiple Member LLC Operating Agreement

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New York Multiple Member LLC Operating Agreement Powered By Docstoc
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                             This Limited Liability Company (LLC) Operating Agreement outlines the operating
                             procedures and policies of an LLC with multiple members. An LLC is a flexible business
                             entity that combines the benefits of corporations and partnerships, and the operating
                             agreement defines the members' rights, powers and entitlements. The agreement contains
                             information regarding the members' capital contributions, the registered agent, and the
                             LLC's purpose. This operating agreement contains many of the standard provisions
                             commonly included in LLC operating agreements, and it may be customized to fit the
                             specific needs of the members forming the LLC. This document should be used when
                             forming an LLC located in New York with multiple members.
             ®




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                                  OPERATING AGREEMENT

    OF ________________________ [INSTRUCTION: INSERT THE NAME OF
                               COMPANY],

                          LIMITED LIABILITY COMPANY

                                      STATE OF New York

This Limited Liability Company Operating Agreement (the “Agreement”) of
_________________________________________ [Instruction: Insert the name of company]
a New York 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”)

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 New York
Code, [STATUTE] (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 New York.




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   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”).

   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).




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   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
   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;

      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



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    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 New York.

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

   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 New York. ___________________________
   [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




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   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

   c. The entry of any decree of judicial dissolution under § 18-802 of the Act.

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 New York.

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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Description: This Limited Liability Company (LLC) Operating Agreement outlines the operating procedures and policies of an LLC with multiple members. An LLC is a flexible business entity that combines the benefits of corporations and partnerships, and the operating agreement defines the members' rights, powers and entitlements. The agreement contains information regarding the members' capital contributions, the registered agent, and the LLC's purpose. This operating agreement contains many of the standard provisions commonly included in LLC operating agreements, and it may be customized to fit the specific needs of the members forming the LLC. This document should be used when forming an LLC located in New York with multiple members.
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