LLC Operating Agreement Template - Multi-Member

# LLC Operating Agreement Template — Multi-Member **Document Type:** Multi-Member LLC Operating Agreement **Jurisdiction:** [STATE] **Prepared For:** [COMPANY NAME], LLC **Effective Date:** [DATE] **Version:** 1.0 --- ## How to Use This Document This Operating Agreement is a legally binding contract between all members of your LLC. Before signing, each member should read the entire document carefully. Replace all bracketed placeholders (e.g., `[COMPANY NAME]`, `[STATE]`) with your specific information. It is strongly recommended that you have a licensed attorney in your state review this agreement before execution. Once finalized, all members must sign the document and retain a copy with your company's official records. This agreement does not need to be filed with the state in most jurisdictions, but it should be kept on file alongside your Articles of Organization. --- ## 1. Introduction and Purpose This Operating Agreement ("Agreement") is entered into as of **[DATE]**, by and among the undersigned members (collectively, "Members") of **[COMPANY NAME], LLC**, a limited liability company organized under the laws of the State of **[STATE]** ("the Company"). ### 1.1 Purpose of This Agreement The purpose of this Agreement is to establish the rights, responsibilities, and obligations of all Members; define the management structure and decision-making authority of the Company; specify the financial arrangements among Members, including capital contributions, profit distributions, and loss allocations; and provide clear procedures for admitting new Members, handling Member departures, and dissolving the Company if necessary. ### 1.2 Governing Law This Agreement is governed by and shall be construed in accordance with the laws of the State of **[STATE]**, including the **[STATE]** Limited Liability Company Act, as amended from time to time. In the event of any conflict between this Agreement and the applicable state statutes, the statutes shall control only to the extent that this Agreement cannot lawfully supersede them. ### 1.3 Formation The Company was formed upon the filing of its Articles of Organization with the **[STATE]** Secretary of State on **[DATE OF FORMATION]**. The Company's registered agent is **[REGISTERED AGENT NAME]**, located at **[REGISTERED AGENT ADDRESS]**. --- ## 2. Company Information ### 2.1 Company Name The official name of the limited liability company is **[COMPANY NAME], LLC**. ### 2.2 Principal Place of Business The principal place of business of the Company shall be located at: > **[STREET ADDRESS]** > **[CITY, STATE, ZIP CODE]** The Company may establish additional places of business as determined by the Members. ### 2.3 Business Purpose The Company is organized to engage in **[DESCRIBE PRIMARY BUSINESS PURPOSE — e.g., software development, retail sales, consulting services, real estate investment]**, and any other lawful business activity as determined by the Members from time to time. ### 2.4 Term The Company shall commence on the effective date of this Agreement and shall continue in perpetuity unless dissolved in accordance with the provisions of this Agreement or applicable law. ### 2.5 Fiscal Year The Company's fiscal year shall end on **December 31** of each calendar year, unless changed by unanimous consent of the Members. --- ## 3. Members and Ownership ### 3.1 Initial Members and Membership Interests The initial Members of the Company and their respective ownership percentages ("Membership Interests") are as follows: | Member Name | Address | Membership Interest | Capital Contribution | |---|---|---|---| | [MEMBER 1 FULL NAME] | [ADDRESS] | [XX]% | $[AMOUNT] | | [MEMBER 2 FULL NAME] | [ADDRESS] | [XX]% | $[AMOUNT] | | [MEMBER 3 FULL NAME] | [ADDRESS] | [XX]% | $[AMOUNT] | | **Total** | | **100%** | **$[TOTAL AMOUNT]** | ### 3.2 Capital Contributions Each Member agrees to contribute to the Company the capital as set forth in Section 3.1 above. Capital contributions shall be made in cash, property, or services as agreed upon by all Members. No Member shall be required to make any additional capital contribution beyond the amount set forth in this Agreement without their written consent. ### 3.3 Capital Accounts The Company shall maintain a separate capital account for each Member. A Member's capital account shall be: - **Increased** by the Member's capital contributions and allocated share of Company profits. - **Decreased** by the Member's distributions received and allocated share of Company losses. ### 3.4 No Interest on Capital Contributions Unless unanimously agreed otherwise by all Members in writing, no Member shall be entitled to receive interest on their capital contribution. ### 3.5 Return of Capital No Member shall have the right to demand or receive the return of their capital contribution except upon dissolution of the Company or as otherwise provided in this Agreement. --- ## 4. Management and Voting ### 4.1 Management Structure *(Select one by deleting the other)* **Option A — Member-Managed:** The Company shall be managed by its Members. Each Member shall have the authority to act on behalf of the Company in the ordinary course of business, subject to the limitations set forth in this Agreement. **Option B — Manager-Managed:** The Company shall be managed by one or more Managers appointed by the Members. The initial Manager(s) shall be: - **[MANAGER NAME]**, Title: **[Managing Member / Manager]** ### 4.2 Voting Rights Each Member shall have voting rights proportional to their Membership Interest, unless otherwise specified in this Agreement. For example, a Member with a 40% Membership Interest holds 40% of the voting power. ### 4.3 Standard Decisions — Majority Vote The following actions may be approved by Members holding a simple majority (greater than 50%) of the Membership Interests: - Entering into contracts valued under $[THRESHOLD AMOUNT] - Hiring or terminating employees or independent contractors - Opening or closing bank accounts - Approving the annual operating budget - Routine business decisions in the ordinary course of operations ### 4.4 Major Decisions — Supermajority Vote The following actions require approval by Members holding at least **[66% or 75%]** of the Membership Interests: - Incurring debt or obligations exceeding $[MAJOR THRESHOLD AMOUNT] - Entering into leases or real property agreements - Acquiring or disposing of significant Company assets - Initiating or settling litigation - Amending any material provision of this Agreement ### 4.5 Unanimous Consent Required The following actions require the unanimous written consent of all Members: - Admitting a new Member to the Company - Amending or restating this Operating Agreement - Merging, converting, or reorganizing the Company - Selling substantially all assets of the Company - Dissolving the Company - Changing the fundamental nature of the Company's business ### 4.6 Meetings Members shall hold an annual meeting on **[DATE OR MONTH]** of each year to review Company performance, approve distributions, and address other matters. Special meetings may be called at any time by any Member upon **[10]** days' written notice to all Members. Meetings may be held in person, by telephone, or via video conference. A quorum shall consist of Members holding at least **[60%]** of Membership Interests. ### 4.7 Written Consent in Lieu of Meeting Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if all Members sign a written consent describing the action taken. --- ## 5. Profits, Losses, and Distributions ### 5.1 Allocation of Profits and Losses Unless otherwise agreed in writing by all Members, the Company's net profits and net losses shall be allocated among the Members in proportion to their respective Membership Interests as set forth in Section 3.1. ### 5.2 Distributions Distributions of Company cash or other assets sha