North Dakota LLC Operating Agreement


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                             This Limited Liability Company (LLC) Operating Agreement outlines the operating
                             procedures and policies of an LLC. 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 board of members, 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 North

                           OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS . They are for general guidance and should be modified by you or your
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OPERATING AGREEMENT OF ___________________ LLC [Instruction: Insert the full
                        name of the LLC]

The undersigned Members of the ___________________ LLC [Instruction: Insert the name of
company] do hereby enter into this Operating Agreement effective the _____ [Month] _____
[Date], 20_____.

1. Office

   The      principal      office   of     the     Company       shall    be    located    at
   ________________________________ [Instruction: Insert the address of company]. The
   Company may have such other offices as the Members may designate or as the business of
   the Company may require. The registered office of the Company required by the
   [STATUTE] to be maintained in the State of North Dakota may be, but need not be, identical
   with the principal office, and may be changed from time to time by the Members.

2. Purpose

   This Limited Liability Company is organized solely to conduct any lawful business that is
   permitted under the North Dakota Code, [STATUTE] Nature of business permitted; powers.

3. Duration of the Company

   The Company shall commence upon the filing of its Articles of Organization with the
   Secretary of State and shall continue perpetually unless:

            (a) extended by the Members;

            (b) sooner dissolved by the Members, or

            (c) dissolved by a statutory event of dissolution.

4. Capital Contributions

   The Members agree for themselves and their successors, assigns and heirs, that their
   participation is considered a long-term investment, and that any return of capital prior to the
   termination and winding up of the Company is in the sole discretion of the Board of
   Members. The undersigned Members agree to share in all post formation profits and surplus
   of the Company pro-rata according to their share of ownership in the Company. The
   issuance of _______________ (______) shares [Instruction: Insert the amount of shares]
   of capital stock is authorized in the Articles of Organization of this Company, and
   _______________ (______) shares [Instruction: Insert the amount of shares] having a
   book value of ___________ dollars ($______) [Instruction: Insert the book value of each
   shares] per share have been issued to the undersigned as follows:

   _____       _______ Shares

   _____       _______ Shares

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   _____       _______ Shares

   _____       _______ Shares

5. Additional Capital Contributions

   The Members may, but are not required to, contribute any additional capital deemed
   necessary by the Board for the operation of the Company, provided, however, that in the
   event that any Member deems it advisable to refuse or fails to contribute their proportionate
   share of any or all of the additional capital requested by the Board then other Members or
   any one of them may contribute the additional capital not paid in by such refusing Member,
   and shall receive therefore an increase in the proportionate share of the ownership or interest
   in the entire Company in direct proportion to the said additional capital contributed. Unless
   otherwise agreed, the right to make up additional capital contributions of a refusing Member
   shall be available in the same portion order as the right to share in distributions of the
   remaining Members.

6. Meetings - Board of Members

   The annual meeting of the Members shall be held at the principal place of business of the
   Company on ________ of ___________ of each year, commencing in the year 20_____
   [Instruction: Insert the period of annual meeting]. If the day fixed for the annual meeting
   shall be a legal holiday, such meeting shall be held on the next succeeding business day. Special
   meetings of the Members, for any purpose or purposes described in the meeting notice, may be
   called by any Member. Unless waived, as herein provided and allowed, written or printed notice
   stating the place, day and hour of the meeting, and, in case of a special meeting, the purpose or
   purposes for which the meeting is called, shall be delivered to each Member not less than ten or
   more than sixty days before the date of the meeting. Members may participate in meetings by
   telephone. Any action which may be taken at a meeting of Members may be taken without a
   meeting by written action signed by all Members. [Instruction: Annual meeting is not
   mandatory in North Dakota. This clause may be removed, if not required by the

7. Distributions

   Each of the Members shall have an interest in the capital of the Company and share in
   distributions in proportion to their share ownership, as set forth in Paragraphs 4 and 5. Prior
   to dissolution and at least annually as income has been received by the Company accounts
   determined and tax returns filed, the Board of Members shall determine funds available for

8. Board of Members and Appointment of Officers

   Control and management of the business of the Company is vested in the Board of Members.
   Company decisions and actions shall be decided by a majority in interest of the Board of
   Members at meetings regularly called with notice to all Members. A quorum for any such
   meeting shall require the presence in person or by telephone of a majority in interest of the
   Members. The Board of members may delegate any of their functions to one or more of the

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   directors and may appoint one or more officers to carry out any act on behalf of the
   Company, including, without limitation, the execution of documents on behalf of and binding
   the Company. Any action which may be taken at a meeting of the Members may be taken
   without a meeting by a written action signed by all of the Members.

9. Admission of New Members

   New Members who take their interest directly from the Company may be admitted with a written
   consent of all the Members.

10. Board Duties and Restrictions

   The Board of Members are all the Members. No Member, without the consent of the Board,
   shall endorse any note or act as an accommodation party, or otherwise become surety for any
   person in any transaction involving the Company. No Member shall, on behalf of the
   Company, borrow or lend money, or make, deliver or accept any commercial paper, or
   execute any mortgage, security agreement, bond or lease, or purchase or contract to purchase
   or sell or contract to sell any property for or of the Company. No Member shall mortgage,
   grant a security interest in the assets or property of the Company or do any act detrimental to
   the best interests of the Company, or which would make it impossible to carry on the
   ordinary purpose of the Company. Each Member shall be reimbursed by the Company for all
   expenses incurred on behalf of the Company and shall be paid a fee for attendance at
   meetings of the Members. The member fee for physical attendance at a meeting shall be of
   ___________ dollars ($______) per day [Instruction: Insert the fee of member for
   physical attendance, e.g., twenty five dollars ($25)], and the fee for attendance by
   telephone shall be of ___________ dollars ($______) per hour [Instruction: Insert the fee
   of member for attendance by telephone, e.g., fifty dollars ($50)].

11. Banking

   All funds of the Company shall be deposited in its name in such bank account or accounts as
   shall be designated by the Board of Members. All withdrawals there from are to be made
   upon the authority of such person or persons as may be authorized by the Board of Members
   from time to time.

12. Books

   The Company books shall be maintained at the offices of ___________________ [Instruction:
   Insert the name of company], and each Member shall have access thereto. The fiscal year of
   the Company shall be the calendar year, and the books shall be closed and balanced at the end of
   each fiscal year. The Company will keep all books and records of a corporation for the three
   most recent years, and prepare tax returns in a timely manner furnishing copies to all Members
   and the same may be inspected by any Member or all the Members for any proper purpose at any
   reasonable time.

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13. Voluntary Termination

   The Company may be dissolved at any time by Resolution passed by a majority interest at a
   meeting of its Members, in which event the Members shall proceed with reasonable
   promptness to liquidate the Company. The assets of the Company shall be distributed in the
   following order:

   a. To pay or provide for the payment of all Company liabilities to creditors other than
      Members, and liquidating expenses and obligations;

   b. To pay debts owing to Members other than for capital and profits;

   c. To pay the remaining funds to the Members in proportion to their share ownership.

14. Death of a Member

   In the event of the death of a member, then the deceased members’ heir or heirs shall be
   entitled to succeed to the economic share and interest of the deceased member. The
   Company may, upon unanimous consent of the remaining members, as soon as practicable,
   provide a document by which the heir or heirs personally affirm and accept all the terms,
   conditions and provisions of this Operating Agreement binding themselves to the same in
   writing, and select a designated representative of the deceased member as a Member.

15. Continuation

   Upon the occurrence of a statutory event of termination, the remaining Members of the Company
   have the right to continue the Company allowing avoidance of the corporate characteristic of
   continuity of interest.

16. Amendment

   This Operating Agreement is a written contract of the Members. Amendments must be
   written and executed by all Members. At any meeting of the Members, or at any adjournment
   of the meeting, the Members will cause the election to be held at a special meeting of the
   Members as soon thereafter as it may be held conveniently.

17. Violation of this Agreement

   Any Member who shall violate any of the terms, conditions and provisions of this agreement
   shall keep and save harmless the Company property and shall also indemnify the other then
   Members from any and all claims, demands and actions of every kind and nature whatsoever
   which may arise out of or by reason of such violation of any of the terms and conditions of
   this agreement.

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IN WITNESS WHEREOF, the parties have hereunto set their hands effective the day and first
above written. This Operating Agreement may be executed in counterparts with each
counterpart constituting one and the same instrument.


____________________________                   ____________________________

____________________________                   ____________________________

[Instruction: Insert the name and signature of members]

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