ARIZONA LLC OPERATING AGREEMENT PREPARATION SERVICE 1,600+ ARIZONA LLC OPERATING AGREEMENTS PREPARED SINCE 2001
Complete this online agreement to hire Arizona LLC attorney Richard Keyt and KEYTLaw, L.L.C. (the “Firm”) to prepare a custom drafted charging order enhancedTM Operating Agreement for your Arizona limited liability company for a guaranteed fixed legal fee of: (1) $199 for a 30+ page agreement, or (2) $695 for an 80+ page comprehensive agreement with buy-sell provisions and a 10 page explanation letter. Rick, who has a masters degree in tax law from New York University School of Law, has been forming entities in Arizona since 1980. He has formed more than 1,300 Arizona LLCs and prepared over 1,300 Operating Agreements. For information about the Firm, see www.keytlaw.com and Rick’s biography. For in depth articles about Arizona LLCs, see the Arizona LLC Library. If you have questions about this Agreement or Operating Agreements for an Arizona limited liability company, call Rick at 602-906-4953 then press 1. The 30 page charging order enhancedTM Operating Agreement is appropriate for LLCs that have a single member or a married couple as the only members or sometimes a multi-member company owned only by close family members who will not have any disagreements involving the Company or their ownership interests. Rick recommends that all multi-member LLCs purchase the 80+ page charging order enhancedTM comprehensive Operating Agreement with, rights of first refusal, buy-sell provisions and restrictions on transfer. A comprehensive Operating Agreement is especially important when the owners are not related because the potential for disagreements is much greater than in family owned LLCs. Our comprehensive Operating Agreement is not a form document grabbed from the internet or a form book. It is the product of Richard Keyt's 27+ years of experience as a business lawyer attending seminars, reading legal treatises on LLCs, drafting partnership agreements and operating agreements and limited liability companies, corporations and partnerships. To hire the Firm to prepare a custom drafted charging order enhancedTM Operating Agreement for your Arizona LLC, complete this form and return it to the Firm with your payment. You can complete this form in 5 – 10 minutes by typing the answers directly in the blank spaces or print the Agreement and complete it with a pen. Deliver the completed Agreement: (i) by emailing it to rk@keytlaw.com or by faxing it to Rick at 602-297-6890 (if you pay by credit card), or (ii) mail or deliver it to Rick at either address listed on page 2 (if you pay by check). We require payment in advance before we provide any services. Unless there are unforeseen costs (for example you want us to send documents to you via FedEx) or developments or you hire us for additional services unrelated to preparing the Operating Agreement, the amount you select on the next page will be the only amount you pay us for preparing the Operating Agreement. We will send an invoice for our services. You agree to pay any unpaid amount within ten days after we mail the invoice. If you do not pay an invoice within thirty days, we may charge interest on unpaid amounts at the rate of 1.5% per month, and we may terminate our services and/or withdraw from further representation of the company. The entire amount you pay KEYTLaw, LLC, for fees and costs is nonrefundable, but you may nevertheless discharge KEYTLaw, LLC, and Richard Keyt at any time and in that event you may be entitled to a refund of all or part of the fee based upon the value of the representation. We are not acting as your attorney in advising you with respect to this Agreement because we would have a conflict of interest in doing so. If the LLC has more than one member, we will represent only the LLC rather than the interests of any member. If you or any person or entity affiliated with the company have questions about this Agreement, we recommend that each concerned person consult with other legal counsel. You are hiring the Firm only to prepare an Operating Agreement for an Arizona LLC, not to advise the LLC or its members or managers with respect to federal or state income tax issues or federal or state securities law or any other aspect of forming and operating an Arizona limited liability company. You must consult with other attorneys to advise you on federal and state tax and securities laws. In preparing the Operating Agreement, we will represent only the limited liability company and not any of its members or managers even if we are paid by a party other than the company. We advise each member and manager to obtain separate legal counsel to advise them about the legal consequences of signing the Operating Agreement. If your LLC will have a member that is an individual retirement account or a qualified plan such as a profit sharing plan, money purchase plan, pension plan, or 401(k) (collectively an “IRA/Plan”), we will not advise any IRA/Plan or its beneficiaries, administrators or custodians with respect to any issue related to compliance with federal tax law. Each IRA/Plan and its beneficiaries, administrators or custodians should consult with their tax advisor, IRA/Plan advisor, IRA custodian or qualified plan trustee or plan administrator for advice on complying with federal tax law and law applicable to the IRA/Plan and the formation and operation of the LLC.
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SELECT YOUR DESIRED SERVICES & GUARANTEED FIXED FEE Click your mouse on the boxes below to select your services & associated fees. Fill in the blanks online by clicking on a box or by typing the information in each blank space. Push the TAB key to move to the next field and the SHIFT + TAB key to move backwards. $199 Standard Operating Agreement: Our custom drafted charging order enhancedTM 30 page Operating Agreement intended for a one member LLC, a husband and wife owned LLC, or possibly an LLC owned by close family members. See the Table of Contents. $695 Comprehensive Operating Agreement with Buy-Sell Provisions (80+ pages): We strongly recommend that multiple-member companies adopt a comprehensive Operating Agreement with buy-sell provisions. See my article called Why Most Multi-Member LLCs Need a Comprehensive Operating Agreement and the Table of Contents. Our comprehensive charging order enhancedTM Operating Agreement contains “everything, but the kitchen sink” and is the product of 27+ years of preparing similar agreements. Most LLCs do not modify our agreement, but you may give us any provisions you want to include in the Operating Agreement and we will customize the document to your satisfaction. The fee includes up to 2 hours of Rick's time drafting custom provisions for your LLC, conferring with members and managers of the LLC about the agreement and modifying it as requested by the members.. Few LLCs need more than 2 hours to finalize their comprehensive Operating Agreements, but if an LLC requests extensive changes, we will charge for our time over 2 hours at our current hourly rates. $150 Three Business Day Expedited Service to prepare & email the Operating Agreement to you (normal processing time is 10-14 days) $300 One Business Day Expedited Service to prepare & email the Operating Agreement to you (normal processing time is 10-14 days) $350 IRA or Plan Member: Additional charge if any member is an IRA, qualified retirement plan or 401(k) plan $______ Total amount to be paid to KEYTLaw, LLC. 0
COMPANY INFORMATION
1. Company Name: 2. Type of business: _______________________________________________________________________________ _______________________________________________________________________________ (for KEYTLaw’s information only) _______________________________________________________________________________ For KEYTLaw use only. We will send documents & correspondence to this person and contact him or her for if we need more information & instructions with respect to the company. _______________________ Primary Voice Phone 4. Effective Date: _______________________________ Email Address
3. Contact Person:
_______________________ Date of the Operating Agreement, i.e., (not earlier than the date the LLC was filed with the ACC) Members must approve all actions involving more than $_____________ (“Major Actions”)
5. Actions Requiring Members Approval: 6. Percentage of Members Who Must Approve:
What percentage of the membership interests is necessary to approve Major Actions? Majority Super-majority (percentage?) __________ Unanimous consent
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MEMBER INFORMATION #1 COMPLETE & SUBMIT THIS PAGE FOR EVERY MEMBER & SPOUSE IF MEMBER IS A PERSON: ___________________________________________ Member’s name ___________________________________________ Spouse’s Name If the member is married, list both spouses here. If both spouses will own their interests in the company as separate property, prepare a Member Information page for each spouse. FOR MARRIED MEMBERS ONLY: HOW WILL MEMBER HOLD TITLE (SELECT ONLY ONE)? Community property with right of survivorship (each spouse owns an undivided ½ interest in the spouses’ total ownership interest in the company – interest passes on death to the surviving spouse without a probate). Separate property (other spouse has no ownership interest – interest passes to beneficiary named in member’s Will & may require a probate). If you select this option, we will prepare a Disclaimer for the non-member spouse to sign, which if not signed, will allow the nonmember spouse to claim a community property interest in the company. IF MEMBER IS AN ENTITY: ____________________________________________ Exact name of the entity ____________________________________________ Name of person who signs for the entity IF MEMBER IS A TRUST: ____________________________________________ Exact name of the trust ____________________________________________ Name(s) of trustee(s) MEMBER'S ADDRESS, PHONE NUMBER & EMAIL ADDRESS: _______________________________________________________________________________ Street address _____________________________________, __________________ ____________________ City State Zip code Use KEYTLaw’s address ($100/year total amount for all members) to keep the member's address from being shown on the Arizona Corporation Commission's website. Do not tell your customers, clients, or others to send correspondence to the KEYTLaw address. _________________________ Primary phone OWNERSHIP PERCENTAGE: INITIAL CAPITAL CONTRIBUTION: __________________________ Email address ___________________________ Entity’s state of formation ___________________________ Signer’s title ___________________________ Date of Trust Agreement Is Member Married? Yes No
________ percent. The total percentage of the company the member will own. If a husband and wife own their interest as community property, this number is the total amount of the company they both own. If owned as separate property, it is the amount owned by the member named on line 1. $______________. This is the amount of money this member is obligated to pay into the company when it is formed. Arizona law does not require that a member contribute money or property to the company. Insert amounts and due dates here and/or below if you want the member to be legally obligated to contribute money, property or services to the company. ___________________. This is the deadline for the member to pay the member’s initial capital contribution to the company. It cannot be before the formation date. Yes No. If the answer is yes, the member must contribute $____________ on or before ________________________. Page 3
DUE DATE OF INITIAL CAPITAL CONTRIBUTION: IS MEMBER OBLIGATED TO MAKE FUTURE CAPITAL CONTRIBUTIONS:
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MEMBER INFORMATION #2 COMPLETE & SUBMIT THIS PAGE FOR EVERY MEMBER & SPOUSE IF MEMBER IS A PERSON: ___________________________________________ Member’s name ___________________________________________ Spouse’s Name If the member is married, list both spouses here. If both spouses will own their interests in the company as separate property, prepare a Member Information page for each spouse. FOR MARRIED MEMBERS ONLY: HOW WILL MEMBER HOLD TITLE (SELECT ONLY ONE)? Community property with right of survivorship (each spouse owns an undivided ½ interest in the spouses’ total ownership interest in the company – interest passes on death to the surviving spouse without a probate). Separate property (other spouse has no ownership interest – interest passes to beneficiary named in member’s Will & may require a probate). If you select this option, we will prepare a Disclaimer for the non-member spouse to sign, which if not signed, will allow the nonmember spouse to claim a community property interest in the company. IF MEMBER IS AN ENTITY: ____________________________________________ Exact name of the entity ____________________________________________ Name of person who signs for the entity IF MEMBER IS A TRUST: ____________________________________________ Exact name of the trust ____________________________________________ Name(s) of trustee(s) MEMBER'S ADDRESS, PHONE NUMBER & EMAIL ADDRESS: _______________________________________________________________________________ Street address _____________________________________, __________________ ____________________ City State Zip code Use KEYTLaw’s address ($100/year total amount for all members) to keep the member's address from being shown on the Arizona Corporation Commission's website. Do not tell your customers, clients, or others to send correspondence to the KEYTLaw address. _________________________ Primary phone OWNERSHIP PERCENTAGE: INITIAL CAPITAL CONTRIBUTION: __________________________ Email address ___________________________ Entity’s state of formation ___________________________ Signer’s title ___________________________ Date of Trust Agreement Is Member Married? Yes No
________ percent. The total percentage of the company the member will own. If a husband and wife own their interest as community property, this number is the total amount of the company they both own. If owned as separate property, it is the amount owned by the member named on line 1. $______________. This is the amount of money this member is obligated to pay into the company when it is formed. Arizona law does not require that a member contribute money or property to the company. Insert amounts and due dates here and/or below if you want the member to be legally obligated to contribute money, property or services to the company. ___________________. This is the deadline for the member to pay the member’s initial capital contribution to the company. It cannot be before the formation date. Yes No. If the answer is yes, the member must contribute $____________ on or before ________________________. Page 4
DUE DATE OF INITIAL CAPITAL CONTRIBUTION: IS MEMBER OBLIGATED TO MAKE FUTURE CAPITAL CONTRIBUTIONS:
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MEMBER INFORMATION #3 COMPLETE & SUBMIT THIS PAGE FOR EVERY MEMBER & SPOUSE IF MEMBER IS A PERSON: ___________________________________________ Member’s name ___________________________________________ Spouse’s Name If the member is married, list both spouses here. If both spouses will own their interests in the company as separate property, prepare a Member Information page for each spouse. FOR MARRIED MEMBERS ONLY: HOW WILL MEMBER HOLD TITLE (SELECT ONLY ONE)? Community property with right of survivorship (each spouse owns an undivided ½ interest in the spouses’ total ownership interest in the company – interest passes on death to the surviving spouse without a probate). Separate property (other spouse has no ownership interest – interest passes to beneficiary named in member’s Will & may require a probate). If you select this option, we will prepare a Disclaimer for the non-member spouse to sign, which if not signed, will allow the nonmember spouse to claim a community property interest in the company. IF MEMBER IS AN ENTITY: ____________________________________________ Exact name of the entity ____________________________________________ Name of person who signs for the entity IF MEMBER IS A TRUST: ____________________________________________ Exact name of the trust ____________________________________________ Name(s) of trustee(s) MEMBER'S ADDRESS, PHONE NUMBER & EMAIL ADDRESS: _______________________________________________________________________________ Street address _____________________________________, __________________ ____________________ City State Zip code Use KEYTLaw’s address ($100/year total amount for all members) to keep the member's address from being shown on the Arizona Corporation Commission's website. Do not tell your customers, clients, or others to send correspondence to the KEYTLaw address. _________________________ Primary phone OWNERSHIP PERCENTAGE: INITIAL CAPITAL CONTRIBUTION: __________________________ Email address ___________________________ Entity’s state of formation ___________________________ Signer’s title ___________________________ Date of Trust Agreement Is Member Married? Yes No
________ percent. The total percentage of the company the member will own. If a husband and wife own their interest as community property, this number is the total amount of the company they both own. If owned as separate property, it is the amount owned by the member named on line 1. $______________. This is the amount of money this member is obligated to pay into the company when it is formed. Arizona law does not require that a member contribute money or property to the company. Insert amounts and due dates here and/or below if you want the member to be legally obligated to contribute money, property or services to the company. ___________________. This is the deadline for the member to pay the member’s initial capital contribution to the company. It cannot be before the formation date. Yes No. If the answer is yes, the member must contribute $____________ on or before ________________________. Page 5
DUE DATE OF INITIAL CAPITAL CONTRIBUTION: IS MEMBER OBLIGATED TO MAKE FUTURE CAPITAL CONTRIBUTIONS:
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MEMBER INFORMATION #4 COMPLETE & SUBMIT THIS PAGE FOR EVERY MEMBER & SPOUSE IF MEMBER IS A PERSON: ___________________________________________ Member’s name ___________________________________________ Spouse’s Name If the member is married, list both spouses here. If both spouses will own their interests in the company as separate property, prepare a Member Information page for each spouse. FOR MARRIED MEMBERS ONLY: HOW WILL MEMBER HOLD TITLE (SELECT ONLY ONE)? Community property with right of survivorship (each spouse owns an undivided ½ interest in the spouses’ total ownership interest in the company – interest passes on death to the surviving spouse without a probate). Separate property (other spouse has no ownership interest – interest passes to beneficiary named in member’s Will & may require a probate). If you select this option, we will prepare a Disclaimer for the non-member spouse to sign, which if not signed, will allow the nonmember spouse to claim a community property interest in the company. IF MEMBER IS AN ENTITY: ____________________________________________ Exact name of the entity ____________________________________________ Name of person who signs for the entity IF MEMBER IS A TRUST: ____________________________________________ Exact name of the trust ____________________________________________ Name(s) of trustee(s) MEMBER'S ADDRESS, PHONE NUMBER & EMAIL ADDRESS: _______________________________________________________________________________ Street address _____________________________________, __________________ ____________________ City State Zip code Use KEYTLaw’s address ($100/year total amount for all members) to keep the member's address from being shown on the Arizona Corporation Commission's website. Do not tell your customers, clients, or others to send correspondence to the KEYTLaw address. _________________________ Primary phone OWNERSHIP PERCENTAGE: INITIAL CAPITAL CONTRIBUTION: __________________________ Email address ___________________________ Entity’s state of formation ___________________________ Signer’s title ___________________________ Date of Trust Agreement Is Member Married? Yes No
________ percent. The total percentage of the company the member will own. If a husband and wife own their interest as community property, this number is the total amount of the company they both own. If owned as separate property, it is the amount owned by the member named on line 1. $______________. This is the amount of money this member is obligated to pay into the company when it is formed. Arizona law does not require that a member contribute money or property to the company. Insert amounts and due dates here and/or below if you want the member to be legally obligated to contribute money, property or services to the company. ___________________. This is the deadline for the member to pay the member’s initial capital contribution to the company. It cannot be before the formation date. Yes No. If the answer is yes, the member must contribute $____________ on or before ________________________. Page 6
DUE DATE OF INITIAL CAPITAL CONTRIBUTION: IS MEMBER OBLIGATED TO MAKE FUTURE CAPITAL CONTRIBUTIONS:
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HOW TO PAY
Please pay by one of the following methods: 1. Preferred Method: Click here to go to our online store and pay by MasterCard or Visa credit card. 2. A check payable to: KEYTLaw, LLC 3. Call 602-906-4953, ext. 106 and give your credit card information to Richard Keyt’s secretary Milena. If you have any questions about this Agreement or an Operating Agreement, call Richard Keyt at 602-906-4953, press 1. The undersigned signs this Agreement on behalf of the company named above.
____________________________________________ Print Signer's Name ____________________________________________ Signature of Member or Manager
KEYTLaw, L.L.C., an Arizona limited liability company
By:___________________________________ Richard Keyt, Manager
SEND A COPY OF THE ARTICLES OF ORGANIZATION You must send us a copy of the Company’s Articles of Organization (and all amendments). HOW TO DELIVER THIS AGREEMENT TO KEYTLAW
Deliver this completed Agreement to KEYTLaw by one of the following methods: 1. Easy Email Method: Click on the Submit to KEYTLaw Via Email button below. This will open your email program with an email message pre-addressed to Richard Keyt and his secretary Carol Keyt. This completed Agreement in Adobe pdf format will be attached to the message. All you need to do is click on the send button on your email program and this completed Agreement will be emailed to Rick and Carol. Important Note: Be sure to go to our online store and pay for your Agreement. Warning: If you are purchasing a comprehensive Operating Agreement, do not click on the Submit button until after you complete the optional provisions starting on the next page.
Submit to KEYTLaw Via Email
Click here to print a copy of this form
2. Harder Email Method: Save the Agreement as a file on your computer then send the saved pdf file to rk@keytlaw.com as an attachment to an email. You must have Adobe Reader version 8 or Adobe Acrobat to save this pdf form on your computer with the data in it. Go here to download the free Adobe Reader 8: www.adobe.com/products/acrobat/readstep2.html. 3. Fax: Fax the Agreement directly to Rick Keyt at 602-297-6890. You do not need a cover sheet. 4. Snail Mail: Mail or deliver the Agreement in a sealed envelope addressed as indicated to one of the following addresses: Preferred Address (our UPS Store mail box) Give the envelope to the clerk behind the counter Richard Keyt 5025 North Central Avenue, #467 Phoenix, Arizona 85012 Secondary Address (Office) Give the envelope to the receptionist in Suite 130 Richard Keyt 3001 East Camelback Road, Suite 130 Phoenix, Arizona 85016
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COMPREHENSIVE OPERATING AGREEMENT OPTIONAL PROVISIONS ONLY FOR PURCHASERS OF OUR COMPREHENSIVE OPERATING AGREEMENT
If you purchased the 30 page standard Operating Agreement stop here. You are done. Complete the following pages only if you are purchasing the 80+ page comprehensive Operating Agreement. We used to give people too many choices for optional provisions to include in the comprehensive Operating Agreement, but found that people were over-whelmed by having over 40 choices of possible clauses. Now we let you chose from a few optional clauses that are the most significant and then include everything in the agreement, but the “kitchen sink.” Most people prefer this approach because they can read the provisions in the document and if they do not like any specific provision or language, they can just mark the provision to be deleted or modified. If there are any specific clauses or provisions you want included in the Operating Agreement, indicate those provisions at the end of this document or send it to Rick by mail, fax or email. To include a provision listed below, click on the appropriate box to make a checkmark appear. Provisions that correspond to checked boxes will be included in the Operating Agreement. The most commonly used provisions have been pre-selected below. If you do not want a particular provision in your Agreement, uncheck the box. Fill in the blanks in the right column if necessary. INCLUDE PROVISION
OPTIONAL LANGUAGE FOR COMPREHENSIVE OPERATING AGREEMENT Restrict the Company’s activities to only the following limited activities: _________________________________________________________________________________________ _________________________________________________________________________________________ Allocate profits and distributions of money to all members per their percentage ownership of the LLC even if the company has not repaid all capital contributions to members (e.g. 50% member always gets 50% of profits). Note: If you want special allocations of profits, losses, distributions or other items, those provisions require custom drafting (at our hourly rates) and the legal fees for the services will be in addition to the total amount due on page 2. We will only prepare an Operating Agreement with special allocations if we first enter into another written agreement that provides for the custom drafting of the special allocation provisions and how we will charge for the custom drafting services. Authorize and obligate Company to pay compensation to a member or manager for services. Explain who gets paid, how much, when, etc.: _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ Prohibit members from competing with the company while a member and three years thereafter Intellectual property created by a member or manager is the property of the company Intellectual property created by a member or manager is the property of the member or manager who creates it, but company has a license to use it royalty free No intellectual property provision
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Annual Business Plan: Requires manager or members to prepare an annual business plan estimating activity and budgeting expenses for the next fiscal year for approval of members and authorizes action and expenses in the plan approved by members without additional written approval Mandatory Sale of Real Estate: Do you want to give each member an option to force the LLC to sell its real estate after a designated period of time? If yes, when is the earliest date that a member can force the LLC to sell its real estate: _______________________ Will any Member Contribute Property to the LLC: If any member(s) is/are to be obligated to contribute property to the company, list the member(s) and describe the property: _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ Shot Gun Buy-Out (used to consummate a mandatory member “divorce”): Each member (the “First Member”) has the option to notify any other member (the “Second Member”) that the First Member exercises the Shot Gun Buy-Out procedure. The First Member names a price per percentage interest in the LLC. The Second Member then decides to: (1) sell the Second Member’s entire interest to the First Member for the specified price, or (2) buy the First Member’s entire interest for the specified price. Result: One member will buy the entire interest of another member and one of them will cease to be a member of the LLC. ADDITIONAL PROVISIONS TO ADD TO THE OPERATING AGREEMENT _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ When you have finished entering optional data, go back to page 7 and click on the Submit button.
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