Free Operating Agreement for LLC Members and Managers Template
Operating Agreement for LLC Members and Managers
I. Formation
1.1 Company Name
The name of the Limited Liability Company (LLC) shall be [YOUR COMPANY NAME], hereinafter referred to as the "Company."
1.2 Principal Office
The principal office of the Company shall be located at [YOUR COMPANY ADDRESS] or such other place as may be determined by the Members.
1.3 Effective Date
This Operating Agreement shall become effective on January 1, 2069.
1.4 Registered Agent
The Registered Agent of the Company shall be Tracey Gleason, with an address of Fresno, CA 93701.
II. Purpose
The purpose of the Company is to engage in any lawful business activity permitted under the laws of the state of California and to carry out any lawful activities consistent with this purpose.
III. Members
3.1 Initial Members
The initial Members of the Company are as follows:
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[YOUR NAME]: 60% ownership interest
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Tracey Gleason: 40% ownership interest
3.2 Capital Contributions
Each Member shall contribute the following capital to the Company:
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[YOUR NAME]: $60,000
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Tracey Gleason: $40,000
3.3 Additional Contributions
Additional contributions by Members are not required but may be made upon unanimous consent of all Members.
IV. Management
4.1 Management Structure
The Company shall be managed by Members.
4.2 Responsibilities of Managers
The Members shall have the authority to make decisions and manage the operations of the Company, including but not limited to:
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Entering into contracts
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Managing financial affairs
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Hiring employees
4.3 Decision-Making
Decisions requiring Member approval shall include:
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Amendments to this Operating Agreement
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Admission of new Members
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Dissolution of the Company
V. Distributions
5.1 Allocation of Profits and Losses
Profits and losses shall be allocated to Members in proportion to their ownership interests unless otherwise agreed in writing.
5.2 Distributions
Distributions shall be made to Members at such times and in such amounts as determined by the Members.
VI. Meetings
6.1 Annual Meetings
The Company shall hold an annual meeting of Members at a date, time, and location determined by the Members.
6.2 Notice of Meetings
Notice of meetings shall be provided to all Members at least 10 days in advance.
VII. Transfer of Membership Interests
7.1 Restrictions on Transfer
No Member may transfer their membership interest without the prior written consent of all other Members.
7.2 Right of First Refusal
If a Member wishes to sell their interest, the other Members shall have the right of first refusal to purchase the interest on the same terms.
VIII. Dissolution
8.1 Events of Dissolution
The Company shall be dissolved upon:
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The unanimous consent of all Members
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The occurrence of an event that makes it unlawful for the Company to continue
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A court order
8.2 Winding Up
Upon dissolution, the Company's assets shall be liquidated, and the proceeds shall be distributed in the following order:
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To creditors
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To Members in accordance with their ownership interests
IX. Miscellaneous Provisions
9.1 Amendments
This Operating Agreement may be amended only by a written agreement signed by all Members.
9.2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state of California.
9.3 Entire Agreement
This Agreement constitutes the entire agreement of the Members and supersedes all prior agreements or understandings.
9.4 Severability
If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
X. Signatures
IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the date first above written.
[YOUR NAME]: ________________________
Date: January 1, 2069
Tracey Gleason: ______________________
Date: January 1, 2069
