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.
Docstoc Legal Agreements 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 Georgia with multiple members. ® DISCLAIMERS: ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. 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All Rights Reserved OPERATING AGREEMENT OF ________________________ [INSTRUCTION: INSERT THE NAME OF COMPANY], LIMITED LIABILITY COMPANY STATE OF Georgia This Limited Liability Company Operating Agreement (the “Agreement”) of _________________________________________ [Instruction: Insert the name of company] a Georgia 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 Georgia 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 Georgia. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 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). © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 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 Georgia. 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 Georgia. ___________________________ [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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 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 Georgia. 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] © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7 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]. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 8
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