This document sets forth an operating agreement for a member managed LLC, as
opposed to a manager managed LLC. As drafted, this LLC operating agreement is
geared toward formation under California state laws, however it can be modified for
LLCs seeking to form under other states' laws. The agreement states that the business
of the company will be conducted and managed by the LLC's members and that the
members have equal rights to manage the operations and affairs of the company. This
template operating agreement can be customized to fit the needs of the drafting parties.
OPERATING AGREEMENT OF
A ________________ [Comment: insert State] LIMITED LIABILITY COMPANY
This OPERATING AGREEMENT, dated ___________________ (the “Agreement”), is between
the Members ___________________, [Comment: set forth all Members’ names] (collectively
referred to as the “Members” and individually as a "Member"), and as listed on the signature
The Members desire to form a limited liability company pursuant to the laws of the State of
___________ and agree as follows:
I. THE LIMITED LIABILITY COMPANY
1. Formation. A limited liability company (the "Company") subject to the ________________
[the laws of the State of _____________] or [provisions of the Beverly-Killea Limited
Liability Company Act of California] (the "Act") as currently in effect
___________________ [Comment: insert “has been” or “will be”] formed under the Act.
[Comment and Instruction: Choose one. This Statute is particular to the laws of the State of
California as pertains to limited liability companies. If you have formed or are forming a
limited liability company in another State you might want to strike the portion specifying
the law particular to California and use the first option, or determine the statute that is
particular to the state of your limited liability company. Or better yet, you should review
whether a similar document for another state is available for purchase on Docstoc, because
it might have other or additional particular provisions that are specific and applicable to
the laws of that state.]
2. Filing. 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
____________ [Comment: insert State] 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.
3. Name. The name of the Company is _____________________, LLC. The Company will
transact business under that name.
4. Company Purpose. The purpose of the Company is to engage in ________________
[Comment: insert “any business activity permitted by the Act” or describe the nature of
5. Operative Date of Agreement. The provisions of this Agreement shall take effect on
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____________ [Comment: insert date].
6. Registered Office. The Company shall maintain an office in California 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 California and any such office may be the Company's principal place of business, as
determined by the Members.
7. Agent. The Company's initial agent for service of process required by the Act is as set forth
in the Articles and may be changed if and as determined by the Members.
8. Duration; Events of Dissolution. The Company shall be dissolved on the date set forth in the
Articles, if any, unless sooner dissolved by:
A. The happening of events specified in this Agreement;
B. The affirmative vote of ___________________ [Comment: insert “all Members” or
“Members whose Membership Interest equals more than _________________
C. Any event that makes it unlawful for the business of the Company to be carried on by the
9. Management of Business. The business of the Company will be conducted by the Members,
and is more fully described in Article 4.
10. Definitions. As used in this Agreement, the following terms have the following meanings:
"Code" means the Internal Revenue Code of 1986, as it may be amended or superseded
from time to time.
"Membership Interest," as to each Member, means each Member's percentage interest in
the Company as set forth in Annex 1.
"Profits" and "Losses" mean respectively, for each fiscal year or other period, an amount
equal to the Company's taxable income or loss for such year or period.
1. Member Information:
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