This Limited Liability Company Operating Agreement outlines the operating procedures
and policies of an LLC (Limited Liability Company) owned and managed by a sole/single
member/owner. This sample agreement sets forth the basic operating provisions for the
LLC, such as the capital contributions, listing who the sole member will be, officers of
company, and indemnification and liability, among others. This document can be
customized to fit the needs of any party seeking to establish a single member LLC.
SINGLE MEMBER LLC OPERATING AGREEMENT
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 _____________________ (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 _____________________ notifying it of such change of registered head office
1.03 The Company was formed for engaging in any lawful business that is permitted under the
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.
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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.
3.01 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
(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.
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
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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
4.03 The interest of a Member in the Company is not transferable and lapses and ceases to
(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.
6.01 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
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(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
(b) The President shall be the chief executive officer of the Company unless
otherwise determined by resolution of the Member. The President shall be veste