This is a template of an operating agreement for a Limited Liability Company ("LLC")
that is managed by a single member. This template specifies the name of the company,
capital invested, purpose of the company, member name, and dissolution or winding up
procedure. This template contains numerous standard provisions that are commonly
included in these types of agreements, and may be customized to fit the specific needs
of the contracting party. This template can be used by small businesses or other
entities that want a sample operating agreement for their single member managed LLC.
SINGLE MEMBER LIMITED LIABILITY COMPANY
[Instruction: insert the name of Company]
WHEREAS, this Single Member Limited Liability Company Agreement (the “Agreement”) is
made this _____ day of ___________, 20_______ [Instruction: insert date]; and
WHEREAS, the party to this Agreement ________________ [Instruction: insert the name of
the single member] (“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
________________ [Instruction: insert state name] (the “Act”);
NOW, THEREFORE, Member sets forth the following terms and conditions.
TERMS AND CONDITIONS
I. THE LIMITED LIABILITY COMPANY
1. The name of the limited liability company is ____________________ [Instruction:
insert company name] (“Company”); it was incorporated on the ____ day of
_______________, 2_____ [Instruction: insert date] under the Act. The rights and
liability of Member with respect to the management and affairs of Company and the
conduct of the business of Company shall be governed by the Act, except as otherwise
provided for herein.
2. The registered office address of Company shall be _____________________,
[Instruction: insert Company address] until such time as it is changed by Member and
the required forms are filed with the Secretary of State of the State of _______________
[Instruction: insert state] notifying them of the change of the registered office address.
3. Company was formed for the purpose of engaging in any lawful business that is
permitted under the Act.
4. Member shall, from time to time, execute, file, and publish any applications, certificates,
or other documents as may be necessary to comply with the requirements of the laws of
the applicable jurisdiction governing the formation and operation of a limited liability
5. Any and all assets of Company shall be held in the name of Company and Member shall
not have any right or interest in and to the assets of Company.
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1. Member shall make such capital contributions to Company, by way of cash or real
property, as Member deems necessary and appropriate. The initial capital contribution to
be made by Member shall be ________________________________ dollars ($__).
[Instruction: insert contribution amount]
2. Member shall make any such other capital contributions, at any time, to Company, as
Member deems necessary and appropriate.
3. No interest shall be paid on any capital contributions made by Member.
4. Except as provided by the laws of the applicable jurisdiction, any and all debts, liabilities,
and obligations of Company shall be solely those of Company and neither Member nor
an officer of Company shall be held personally liable for such debts, liabilities, and
5. Member shall open a capital account in which to deposit any and all capital contributions
made by Member to Company.
1. The sole Member of Company is _________________ [Instruction: insert name of sole
Member], whose residential address is: ____________________________. [Instruction:
insert sole Member’s residential address]
2. Member shall cease to be a member of Company in the event of any of the following:
A. The death or incapacity of Member;
B. Member filing for bankruptcy; or
C. Upon assignment by Member of its Membership interest in Company.
3. In the event there is more than one member of Company and upon the occurrence of any
of the events contained in Article 3 section 2 below, the person who is the holder of
Member’s interest immediately after any of the events in Article 3 section 2, shall
become a member with the consent of the other members of Company if applicable.
4. Except for the holder of the interest of a member who becomes a member under the
provisions of the section of this Agreement relating to termination of Member’s interest,
additional members of Company may be admitted only by written agreement of Member
and the additional members.
IV. ADMITTANCE OF MEMBERS
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1. Membership in Company shall be available to those persons who are interested in
furthering the objectives of Company and whose applications for admission as a member
receive the approval of the other members of Company if applicable. Member may also
pass Membership rules, providing, among other things, for the admission of members by