VIEWS: 80 PAGES: 9 CATEGORY: Forming an LLC - LLC Operating Agreements POSTED ON: 12/20/2011
This Limited Liability Company (LLC) Operating Agreement outlines the operating procedures and policies of a single member LLC. An LLC is a flexible business entity that combines the benefits of a corporation and a partnership, and the operating agreement defines the member's rights, powers and entitlements. In a single member LLC, an operating agreement is sometimes used to prove in court that the LLC structure is separate from the individual member. 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 individual forming the LLC. This document should be used by individuals located in Minnesota when forming a single member LLC.
Docstoc Legal Agreements This Limited Liability Company (LLC) Operating Agreement outlines the operating procedures and policies of a single member LLC. An LLC is a flexible business entity that combines the benefits of a corporation and a partnership, and the operating agreement defines the member's rights, powers and entitlements. In a single member LLC, an operating agreement is sometimes used to prove in court that the LLC structure is separate from the individual member. 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 individual forming the LLC. This document should be used by individuals located in Minnesota when forming a single member LLC. ® 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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This document is not approved, endorsed by, or affiliated with any State, or governmental or licensing entity. Entire document copyright © Docstoc®, Inc., 2010 - 2013. All Rights Reserved SINGLE MEMBER LLC OPERATING AGREEMENT FOR ______________________________ (the “Company”) RECITALS: A. This Limited Liability Company Agreement (the “Agreement”) is made this _____ day of ___________, _______. B The sole party to this Agreement, ________________ (the "Member") is executing this Agreement for the sole purpose of forming a limited liability company under the Limited Liability Company Act of the State of Minnesota (the “Act”). 1.00 THE COMPANY 1.01 The name of the Company is ____________________ and it was formed on the ____ day of _______________, _____ under the Act. The rights and liability of the Member with respect to the management and affairs of the Company and the conduct of the business of the Company shall be governed by the said Act, except as otherwise provided for herein. 1.02 The registered head office address of the Company shall be _____________________, until such time, as the Member changes it and the required forms filed with the Secretary of State of the State of Minnesota notifying it of such change of registered head office address. 1.03 The Company was formed for engaging in any lawful business that is permitted under the said Act. 1.04 The Member shall from time to time execute, file, and publish any applications, certificates or other such documents as may be necessary to comply with the requirements of the laws of the applicable jurisdiction for the formation and operation of a limited liability company in such jurisdictions as the Company intends to carry on its business. 1.05 Any and all assets of the Company will be held in the name of the Company and the Member will not have any right or interest in and to the assets of the Company. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 2.00 CAPITAL 2.01 The Member shall make such capital contributions to the Company by way of cash or real property, as the Member deems necessary and appropriate. The initial capital contribution to be made by the Member shall be ________________________________. 2.02 The Member shall make any such other capital contributions at any time to the Company, as the Member deems necessary and appropriate. 2.03 No interest will be paid on any capital contributions made by the Member. 2.04 Except as provided under the laws of the applicable jurisdiction, any and all debts, liabilities and obligations of the Company shall be solely those of the Company and the Member nor an officer of the Company shall be held personally liable for such debts, liabilities and obligations of the Company. 2.05 The Member shall open a capital account for any and all capital contributions made by the Member to the Company. 3.00 MEMBER 3.01 The sole Member of the Company is _________________, whose address of ____________________. 3.02 The Member will cease to be a Member of the Company in the event of any of the following: (i) the death or incapacity of the Member; (ii) the Member filing for bankruptcy; or (iii) upon assignment by the Member of his/her Membership interest in the Company. 3.03 In the event there is more than one Member of the Company upon the occurrence of any of the events contained in Article 3.02 hereof, the person who is the holder of the Member’s interest immediately after any of the events in Article 3.02 will become a Member with the consent of the other Members of the Company if applicable. 3.04 Except for the holder of a Member's interest who becomes a Member under the provisions of the section of this Agreement relating to termination of Member's interest, additional Members of the Company may be admitted only by written agreement of the Member and the additional Members. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 4.00 ADMITTANCE OF MEMBERS 4.01 Membership in the Company shall be available to those persons who are interested in furthering the objectives of the Company and whose application for admission as a Member has received the approval of the other Members of the Company if applicable. The Member may also pass Membership rules, providing, among other things, for the admission of Members by the Secretary of the Company. Each Member shall be promptly informed by the Secretary of their admission as a Member. 4.02 Any Member may withdraw from the Company by delivering to the Company a written resignation and lodging a copy of same with the Members or Secretary of the Company. A resignation shall be effective from acceptance hereof by the Members of the Company, in the case of resignation, a Member shall remain liable for payment of any outstanding Membership dues levied or which became payable by the Member to the Company prior to such person’s resignation. 4.03 The interest of a Member in the Company is not transferable and lapses and ceases to exist (a) upon death or dissolution of the Member; (b) when the Member’s period of Membership expires (if any); (c) when the Member ceases to be a Member by resignation or otherwise; or (d) if at a meeting of the Members, a resolution is passed to remove the Member by at least two-thirds (2/3) of the votes cast at the meeting provided that the Member shall be granted the opportunity to be heard at such meeting. 5.00 COMPANY EXPENSES 5.01 The Company will pay any and all of its operating expenses including but not limited to any overhead costs and administrative costs. The Member shall be reimbursed by the Company for any reasonable out-of-pocket expenses incurred by the Member on behalf of the Company. 6.00 OFFICERS 6.01 The Member shall at his or her sole discretion, elect a President and Secretary. Two or more of the aforesaid offices may be held by the same person. In case and whenever the same person holds the offices of Secretary and Treasurer that person may but need not be known as the Secretary-Treasurer. The Member may from time to time appoint such other officers and agents as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Member. 6.02 Notwithstanding the foregoing, each incumbent officer shall continue in office until the earlier of: © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 (a) that officer’s resignation, which resignation shall be effective at the time the written resignation is received by the Member or Secretary of the Company or at the time specified in the resignation, whichever is later; (b) the appointment of successor; (c) the meeting at which the Members annually appoint the officers of the Company; (f) that officer’s removal; or (g) that officer’s death. 6.03 The remuneration of all officers appointed by the Member shall be determined from time to time by resolution of the Member. All officers shall be entitled to be reimbursed for reasonable expenses incurred in the performance of the officer’s duties. 6.04 All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the Member at any time, with or without course. 6.05 In case of the absence or inability to act of any officer of the Company or for any other reason that the Member may deem sufficient, the Member may delegate all or any of the powers of any such officer to any other officer or to any Member for the time being. 6.06 All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incidental to their respective officers and such other powers and duties respectively as may from time to time be assigned to them by the Member. The duties of the officers shall include: (a) Where the Company by resolution provides for the election by the Members of a Chairperson, the Members may define the duties, and may assign to the Chairperson any or all of the duties of the President or other officer of the Company, and in that case the resolution shall fix and prescribe the duties of the President. (b) The President shall be the chief executive officer of the Company unless otherwise determined by resolution of the Member. The President shall be vested with and may exercise all of the powers and perform all of the duties of the Chairperson in the event that there is no Chairperson, or where there is a Chairperson and such person is absent or refuses to act. (c) The Vice-President or, if more than one, the Vice-Presidents, in order of seniority, shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 (d) The Secretary shall give or cause to be given notices for all meetings of the Members, and when directed to do so and shall have charge of the corporate seal of the Company, the minute book(s) of the Company and of the documents and registers of the Company. (e) Subject to the provisions of any resolution of the Members, the Treasurer shall have the care and custody of all the funds and securities of the Company and shall deposit the same in the name of the Company in such bank or banks or with such depository or depositories as the Members may direct. The Treasurer shall keep or cause to be kept the requisite books of account and accounting records. The Treasurer may be required to give such bond for the faithful performance of the Treasurer’s duties as the Members in their uncontrolled discretion may require but no Member shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Company to receive any indemnity thereby provided. 7.00 ADMINISTRATITON OF COMPANY BUSINESS 7.01 The Member has the sole right to manage and conduct the Company’s business. Actions by the Member relating to the management of the Company may be memorialized in written resolutions signed by the Member, but written resolutions are not required to authorize action by the Member. 7.02 The Member is the agent of the Company and has authority to bind the Company on all matters. The authority of the Member includes, without limitation, the authority to: (i) sell, lease, exchange, mortgage, pledge, or otherwise transfer or dispose of all or substantially all of the property or assets of the Company; (ii) amalgamate the Company with any other legal entity; or (iii) amend the articles of organization of the Company or this Agreement. 8.00 EXECUTION OF INSTRUMENTS 8.01 Contracts, documents or instruments in writing requiring the signature of the Company must be signed by at least one Member of the Company and all contracts, documents and instruments in writing so signed shall be binding upon the Company without any further authorization or formality. The Members shall have power from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Company either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing. 8.02 The term “contracts, documents or instruments in writing” as used in this Agreement shall include but not be limited to deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property real or personal, immovable or movable, agreements, releases, © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, share warrants, stocks, bonds, debentures or other securities and all paper writings. 9.00 BOOKS AND RECORDS 9.01 Complete, accurate, and up to date books of the Company will be kept by the Member at the registered head office address of the Company and shall be made available for inspection and review by any Member of the Company. 9.02 The Member shall maintain a bank account for the Company and all assets and properties of the Company will be maintained separately from Member’s accounts. 9.03 The fiscal year of the Company shall commence on the 1st day of January and shall end on the 31st day of December in each and every year. 10.00 DISSOLUTION AND WINDING UP 10.01 The Company’s affairs shall be concluded upon the first to occur of any of the following events: (i) at the designated time specified in the Company’s Articles of Organization; (ii) upon written consent of all of the Members of the Company; (iii) upon the death or incapacity of the Member; (iv) at any time there are no Members; however, unless otherwise provided in the Articles of Organization, the Company is not dissolved and is not required to be wound up if, within ninety (90) days, or such other period as provided in the Articles of Organization, after the occurrence of the event that terminated the continued Membership of the last remaining Member, the personal or other legal representative of the last remaining Member agrees in writing to continue the Company and agrees to the admission of the personal representative of such Member or its nominee or designee to the Company as a Member, effective as of the occurrence of the event that terminated the continued Membership of the last remaining Member; or (v) the entry of an order of dissolution by a court of relevant jurisdiction. 10.02 Upon the dissolution of the Company, the affairs of the Company must be wound up by the Member. If the affairs of the Company are to be wound up, a full account must be taken of the assets and liabilities of the Company, and the assets of the Company must then be promptly © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7 liquidated. The proceeds must first be paid to creditors of the Company in satisfaction of all liabilities and obligations of the Company, including, to the extent permitted by law, liabilities and obligations owed to the Member as a creditor. Any remaining proceeds may then be distributed to the Member. Property of the Company may be distributed in kind in the process of winding up and liquidation. 11.00 INDEMNIFICATION AND LIABILITY 11.01 Except as otherwise provided no Member or officer for the time being of the Company shall be liable for the acts, receipts, neglects or defaults of any other Member or officer or employee or for any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by the Company or for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Company shall be paid out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person including any person with whom any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Company or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the Member’s or officer’s respective office or trust or in relation thereto unless the same shall happen by or through the Member’s officer’s own willful neglect or default. 12.00 MISCELLANEOUS PROVISIONS 12.01 The Member may amend or repeal all or part of this agreement by written instrument. 12.02 This Agreement will be governed by the law of the state in which the articles of organization of the Company have been filed. 12.03 If any provision of this agreement is invalid or unenforceable, it will not affect the remaining provisions. DATED as of the day and year first written above. ____________________________ Member © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 8
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