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Single Member LLC Operating Agreement

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Single Member LLC Operating Agreement Powered By Docstoc
					This Single Member LLC Operating Agreement governs the management and affairs of
a single member LLC. It sets out the manner in which the company will be managed
and the financial affairs of the company. The single member LLC operating agreement
distinguishes the company from a sole proprietorship. The operating agreement can be
used to prove in court that the LLC structure is separate from that of the individual
owner. This document can be customized to fit the needs of any party seeking to
establish a single member LLC.
          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 _________________________ (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 it is changed by the Member and the required forms filed with the Secretary of
State of the State of _______________ notifying it of such change of registered head office
address.

1.03 The Company was formed for the purpose of 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.




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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:

         (a)      the death or incapacity of the Member;

         (b)      the Member filing for bankruptcy; or

         (c)      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.




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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
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.




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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:

         (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;

         (d)       that officer’s removal; or

         (e)       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



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                  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.

         (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     ADMINISTRATION 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:

         (a)      sell, lease, exchange, mortgage, pledge, or otherwise transfer or dispose of all or
                  substantially all of the property or assets of the Company;

         (b)      amalgamate the Company with any other legal entity; or

         (c)      amend the articles of organization of the Company or this Agreement.



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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,
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.

8.00     BOOKS AND RECORDS

8.01 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.

8.02 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.

8.03 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.

9.00     DISSOLUTION AND WINDING UP

9.01 The Company’s affairs shall be concluded upon the first to occur of any of the following
events:

         (a)      at the designated time specified in the Company’s Articles of Organization;

         (b)      upon written consent of all of the Members of the Company;

         (c)      upon the death or incapacity of the Member;

         (d)      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

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                  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

         (e)      the entry of an order of dissolution by a court of relevant jurisdiction.


9.02 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
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.

10.00 INDEMNIFICATION AND LIABILITY

10.01 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.

11.00 MISCELLANEOUS PROVISIONS

11.01 The Member may amend or repeal all or part of this agreement by written instrument.

11.02 This Agreement will be governed by the law of the state in which the articles of
organization of the Company have been filed.

11.03 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.




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                                                        ______________________________________
                                                              Member




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DOCUMENT INFO
Description: This Single Member LLC Operating Agreement governs the management and affairs of a single member LLC. It sets out the manner in which the company will be managed and the financial affairs of the company. The single member LLC operating agreement distinguishes the company from a sole proprietorship. The operating agreement can be used to prove in court that the LLC structure is separate from that of the individual owner. This document can be customized to fit the needs of any party seeking to establish a single member LLC.
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