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LLC Operating Agreement
FOR USE IN ALL US STATES
FORM DOES NOT INCLUDE "ARTICLES OF ORGANIZATION"
Click here for more information about our
copyrighted, online questionnaire process.
- General Purpose. A Limited Liability Company ("LLC" herein) is a hybrid entity somewhere between a partnership and a corporation that generally protects the owners from personal liability for business debts but is taxed as partnership--i.e., no corporate or entity level tax on income. Owners of an LLC are referred to as "members". An LLC Operating Agreement is analogous to a partnership agreement or the bylaws of a corporation. It sets forth the rights and duties of the LLC Members, procedures for LLC member voting, the powers of the LLC managers (if any), and restraints on transfers of LLC ownership. Our system uses an online questionnaire to guide you through the creation of an LLC Operating Agreement customized to your responses. Our template contains the following features for LLC Operating Agreement:
- Name from 1 to 10 LLC members with their required initial capital contributions and ownership percentages;
- Select state in which LLC shall be formed;
- Select LLC "managers" to run business or be managed by all LLC members collectively (and, if managers, name initial LLC managers);
- Indicate and describe required services and non-cash capital contributions that each member is to provide to the LLC (if any);
- Name Tax Matters Partner for the LLC; and
- Restrict member transfer of LLC units to persons outside the ownership group and select from several options how to handle LLC member death, withdrawal, and removal (similar to corporate buy-sell agreement for shareholders).
- Member managed v. Use of Managers. One distinction in types of LLC operating agreements is between LLCs managed by all LLC members and those managed by selected managers. In an LLC operating agreement stating that the LLC is to be managed by all members, the LLC functions much like a partnership in that all members are actively involved in the operation of LLC business. In an LLC managed by managers, the LLC members will elect one or more managers (who can also be members of the LLC) and these mangers shall run the operations of the LLC. LLC managers function much like executives of a corporation reporting to the LLC members (as a whole) who function like the board of directors of a corporation. If you are the sole LLC member who also actively participates in the operation of your LLC, then it would be typical for your operating agreement to state that the LLC is to be "member managed".
- Are LLC operating agreements required under state law? Must operating agreements be written? Here is a link to a survey of state laws on LLC operating agreements.
- LLC Articles of Organization. Please note that you must file LLC Articles of Organization with the state in order to create, and legally form, an LLC in the United States. This product does not create LLC Articles of Organization but, rather, provides only the LLC Operating Agreement which is much more detailed and comprehensive than the article of organization. Most states have a "fill-in-the-blank" form which you must use to create LLC Articles of Organization. Links to state web sites where articles of organization can be downloaded (click on your state).
- Information upon amendment of a MedLawPlus.com® LLC operating agreement.
Additional background information on LLCs:
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DISCLAIMER
The above is provided for informational purposes only and is NOT to be relied upon as legal advice. No attorney-client relationship is established by use of our online legal forms system. THESE FORMS ARE SOLD ON AN "AS IS" BASIS WITH NO WARRANTIES OR GUARANTIES.
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