This is a sample Limited Liability Company Operating Agreement that can be modified
to fit any type of business. Limited Liability Companies (“LLC”) are often the most
beneficial classification for business entities because they provide for the limited liability
of corporations while having the benefits of partnership taxation. In order for the LLC to
be valid, it must have an operating agreement and must file the Articles of Organization
with the Secretary of State. This sample operating agreement is ideal for small
businesses that want to operate as an LLC.
OPERATING AGREEMENT FOR A ________________
[Comment: insert state] LIMITED LIABILITY COMPANY
This Operating Agreement, dated ___________________ (the “Agreement”), is between
___________________ [Comment: insert names of all members] (collectively referred to as
the “Members” and individually as a “Member”).
The Members desire to form a limited liability company pursuant to the laws of the State
of ________________________ and hereby agree as follows:
I. THE LIMITED LIABILITY COMPANY
A limited liability company (the “Company”) subject to the provisions of the
____________________________________________ [Comment: insert name of governing
Act related to limited liability companies in your state] (the “Act”) as currently in effect
___________________ [Comment: insert “has been” or “will be”] is hereby formed under the
In connection with the execution of this Agreement, the Members
___________________ [Comment: insert “have caused” or “will cause”] Articles of
Organization (the “Articles”) that comply with the Act to be properly filed with the
_____________________________ Secretary of State, and will execute such further documents
(including amendments to the Articles) and take such further action as is appropriate to comply
with the requirements of law for the formation and operation of a limited liability company in all
places where the Company may conduct its business.
The name of the Company is _____________________, LLC. The Company will
transact business under that name.
D. COMPANY PURPOSE
The purpose of the Company is to engage in __________________ [Comment: user
may state “any business activity permitted by the Act” or explicitly name the business].
E. OPERATIVE DATE OF AGREEMENT
The provisions of this Agreement shall take effect on _______ [Comment: insert date].
F. REGISTERED OFFICE
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The Company shall maintain an office in _______________ [Comment: insert location]
as required by the Act, at which it shall maintain the records required to be maintained there by
the Act. The Company may have such other offices as the Members may determine, within or
without the State of __________________, and any such office may be the Company’s principal
place of business, as determined by the Managers referenced below.
The Company’s initial agent for service of process, as required by the Act, is as set forth
in the Articles and may be changed if, and as determined by, the Managers referenced below.
H. DURATION; EVENTS OF DISSOLUTION
The Company shall be dissolved on the date set forth in the Articles, if any, unless sooner
1. The happening of events specified in this Agreement;
2. The affirmative vote of ___________________ [all Members or Members
whose Membership Interest equals more than ____________________ percent]; or
3. Any event that makes it unlawful for the business of the Company to be carried
on by the Members.
As used in this Agreement, the following terms have the following meanings:
1. “Act” is defined in Paragraph 1.
2. “Code” means the Internal Revenue Code of 1986, as it may be amended or
superseded from time to time.
3. “Manager” means a person or persons elected by the Members of the Company to
manage the Company as provided in Paragraph IV.
4. “Membership Interest,” as to each Member, means each Member’s percentage
interest in the Company as set forth in ___________________ Annex “1” attached hereto.
A. NAMES, ADDRESSES, CONTRIBUTIONS, MEMBERSHIP INTERESTS, AND
CAPITAL ACCOUNTS OF MEMBERS.
The name, full business or residence street address, initial capital contribution, and
Membership Interest of each Member are as set forth in Annex “1” attached hereto.