This is a sample LLC Agreement that can be modified to fit any type of business. LLCs
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 LIMITED
This Limited Liability Operating Agreement (the “Agreement”) of _________________,
LLC (“the Company”) is entered into by its Members, ______ [Insert Names of all Members]
(“Members”). Members hereby form this limited liability company pursuant to and in
accordance with the _______ Limited Liability Company Act, as amended from time to time
(“the Act”) and hereby agree as follows:
The Company was formed on [Insert Date Articles of Organization were filed], by the filing
of the Articles of Organization with the Secretary of State of the State of ______ (the “Articles”).
Except as otherwise provided in this Agreement, the rights, duties, liabilities, and obligations of
the Members, and all other persons who become Members of the Company in the manner set
forth herein, and the administration, dissolution, winding up and termination of the Company
shall be governed by the Act.
The principal office of the Company shall be located at __________________. The
Company's registered office and the name of its initial registered agent at such address shall be
as set forth in the initial Articles filed with the State of _____. The Company's registered office
and registered agent may be changed from time to time by filing the address of the new
registered office and/or the name and the acceptance of the new registered agent with the
_______ Secretary of State pursuant to the Act.
The Company is formed for the object and purpose of [Insert stated Purpose of the
Company]. The business of the Company may be conducted and promoted by the Company and
it may engage in any lawful activity for which limited liability companies may be formed under
the Act and in any and all activities necessary or incidental to the foregoing.
4. Registered Agent
The name and address of the registered agent of the Company for service of process on the
Company in the State of ________ is [Insert Name and Address of the registered Agent].
The names and the residence addresses of the Members are as follows:
[Insert Names and Address of all Members]
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Ownership of the Company shall be equally shared between the Members unless otherwise
specifically agreed to in writing. [Instruction: If the ownership is not equally shared, detail the
ownership of each Member]
7. Powers—Scope of Members’ Authority
Except as otherwise expressly and specifically provided in this Agreement, no Member shall
have authority to bind, act for, or assume any obligations or responsibilities on behalf of, any
other Member or the Company. Neither the Company nor any Member shall be responsible or
liable for any indebtedness or obligation of any other Member incurred or arising either before or
after the execution of this Agreement, except as to such joint responsibilities, liabilities,
indebtedness, or obligations incurred after the date hereof pursuant to a written instrument. This
Agreement shall not be deemed to create a partnership or other affiliation between the Members
with respect to any activities whatsoever, other than activities within the purpose of the
Company as specified in Paragraph 4 above.
8. Management of the Company
The Members shall manage the business and affairs of the Company as Managers on an
equal basis. The Managers shall have the power to do any and all acts necessary or convenient
to or for the furtherance of the purposes described herein, including all powers, statutory or
otherwise, possessed by Members under the laws of the State of _______. [Insert Name of
Organizer (individual who signed Articles of Organization)], is hereby designated as the
Organizer, within the meaning of the Act, to execute, deliver and file the Articles (and any
amendments and/or restatements thereof) and any other certificates (and any amendments and/or
restatements thereof) necessary for the Company to qualify to conduct business in a jurisdiction
in which the Company may wish to so do.
9. Confidential Information
The Company and each Member shall not use or disclose to others any confidential
information received from the Company or any other Member which is not otherwise available
to the public (or any confidential information made available to the public as a result of a breach
of this Agreement by the breaching party) for any purpose other than for the benefit of the
Company, as determined by the Members/Managers, or as required by law.
The Company shall dissolve, and its affairs shall be wound upon the first to occur of the
following: (a) the written consent of the Members, (b) the death, retirement, resignation,
expulsion, or bankruptcy of a Member, or (c) upon the entry of a judicial dissolution under the
laws of the State of ____.
11. Capital Contributions
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The Members have contributed cash and work product totaling ____________ dollars ($__).
[Instruction: It is permissible to list the cash and work product contribution of each Member
12. Additional Contributions
Members may only authorize Additional Capital Contributions to the Company that will be
applied specifically towards working capital of the Company. In the event of such authorization,
each Member shall contribute to the capital of the Company (an “Additional Capital
Contribution”) in its proportionate share, based on its Percentage Interest, of the aggregate
amount of any additional cash contributions called for by the Members/Managers in accordance
with this Agreement, and/or any subsequent business plan. All Members/Managers of the
Company must agree upon Additional Capital Contributions in writing. Except as specifically
provided herein, no additional equity interest in the Company shall be issued upon receipt of any
Additional Capital Contribution.
13. Use of Capital Contributions
All contributions to capital of the Company shall be available to the Company to carry out
the purposes of the Company.
14. Allocation of Profits and Losses
The Company’s profits and losses shall be allocated in proportion to the ownership of the
Members. Accordingly, because ownership is equally held between the Members of the
Company, profits and losses shall be evenly attributed to all Members. In the event that the
Company should increase its number of Members from two to any other number, the allocation
will be in equal parts to each Member unless specifically agreed to by the current Members prior
to the admission of additional Members.
15. Ownership by Member of Company
No Member shall have any right of partition with respect to any property or assets of the
16. Return of Capital