LLC
OPERATING AGREEMENT
FOR SINGLE MEMBER, MEMBER MANAGED
DATE:
__________________
PARTY: ___________________________
RECITAL:
The
party to this agreement (the "Member") is signing this agreement for
the purpose of forming a limited liability company under the Limited Liability
Company Act of the state of _______________ (the “Act”).
AGREEMENTS:
1. FORMATION
1.1 Name.
The name of this limited liability company (the "Company") is
_________________________________.
1.2 Articles
of Organization. Articles of organization for the Company were
filed with the Secretary of State for the state of ______________ (State) on ________________.
1.3 Duration.
The Company will exist until dissolved as provided in this agreement.
1.4 Principal
Office. The Company’s principal office will initially
be at _________________________________________________, but may be relocated
by the Member at any time.
1.5 Designated
Office and Agent for Service of Process. The Company's
initial designated office will be
at____________________________________________, and the name of its initial
agent for service of process at that address will be____________________
______________________. The Company’s
designated office and its agent for service of process may only be changed by
filing notice of the change with the Secretary of State of ________________ in
which the articles of organization of the Company were filed.
1.6 Purposes
and Powers. The Company is formed for the purpose of
engaging in any lawful business that a limited liability company may engage in
under the Act. The Company has the power
to do all things necessary, incident, or in furtherance of that business.
1.7 Title
to Assets. Title to all assets of the Company will be
held in the name of the Company. The
Member does not have any right to the assets of the Company or any ownership
interest in those assets except indirectly as a result of the Member’s
ownership of an interest in the Company.
2. MEMBER
2.1 Name
and Address. The name and address of the sole member of
the Company is: ____________________________________.
2.2 Termination
of Member's Interest. The Member will cease to be a member of the
Company upon the Member's death, incompetency, or bankruptcy, or upon
assignment of the Member's entire membership interest. Unless there are one or more other members of
the Company, the person who is the holder of the Member's interest immediately
after the Member ceases to be a member will become a member. If there are one or more other members of the
Company at the time the Member ceases to be a member, the person who is the
holder of the Member's interest immediately after the Member ceases to be a
member will become a member only with the consent of the other member or
members.
2.3 Additional
Members. Except for the holder of a member's interest
who becomes a member under the provisions of the section of this agreement
relating to termination of member's interest, additional members of the Company
may be admitted only by written agreement of the Member and the additional
members.
3. CAPITAL
3.1 Initial
Capital Contribution. The initial capital contribution of the
Member will be made by the Member's transferring to the Company all of the
assets of the business currently being operated by the Member as a sole
proprietorship under the name *, subject to all of the liabilities of such
business. The assets and liabilities of
such business are described on the balance sheet of the business attached to
this agreement as Exhibit A. The transfer
will be made promptly following the signing of this agreement.
3.2 Additional
Contributions. Except as otherwise provided in the Act, the
Member is not required to contribute additional capital to the Company. But the Member may make additional capital
contributions to the Company from time to time as the Member wishes.
3.3 No
Interest on Capital Contributions. No interest will be paid on capital
contributions.
3.4 Capital
Account. A capital account will be maintained for the
Member. The Member's capital account
will be credited with all capital contributions made by the Member and
with all income and gain (including any income exempt from federal income tax)
of the Company, and the Member’s capital account will be charged with the amount
of all distributions made to the Member and with all losses and deductions
(including deductions attributable to tax-exempt income) of the Company.
4. PROFITS AND LOSSES AND DISTRIBUTIONS
4.1 Profits
and Losses. The entire net profit or net loss of the Company
for each fiscal year will be allocated to the Member and must be reported by
the Member on all federal, state, and local income and other tax returns
required to be filed by the Member.
4.2 Distributions.
Subject to the restrictions governing distributions under the Act, the
Company may make distributions of cash or property from time to time to the
Member, as the Member directs. But the
assets of the Company may not be used to pay the separate expenses of the
Member, to make personal investments for the account of the Member, or for any
other purpose not related to the business of the Company.
5. ADMINISTRATION OF COMPANY BUSINESS
5.1 Management.
The Member has the sole right to manage and conduct the Company’s
business. Actions by the Member relating
to the management of the Company may be memorialized in written resolutions
signed by the Member, but written resolutions are not required to authorize
action by the Member.
5.2 Authority
of Member. The Member is the agent of the Company and
has authority to bind the Company on all matters. The authority of the Member includes, without
limitation, the authority to: (a) sell, lease, exchange, mortgage, pledge, or
otherwise transfer or dispose of all or substantially all of the property or
assets of the Company; (b) merge the Company with any other entity; (c) amend
the articles of organization of the Company or this agreement; (e) change the
nature of the business of the Company; or (f) commence a voluntary bankruptcy
case for the Company.
5.3
Compensation and
Reimbursement. The Member is not entitled to the payment of
any salary or other compensation for services provided to the Company. The Member is, however, entitled to
reimbursement from the Company for reasonable expenses incurred on behalf of
the Company, including expenses incurred in the formation, dissolution, and
liquidation of the Company.
6. ACCOUNTING AND RECORDS
6.1 Books
and Records. The Company may keep such books and records
relating to the operation of the Company as are appropriate and adequate for
the Company's business. The books and
records are to be available for inspection by the Member at the principal
office of the Company.
6.2 Separate
Accounts. The funds, assets, properties, and accounts
of the Company must be maintained separately, and may not be commingled with
those of the Member or any other person.
6.3 Fiscal
Year. The fiscal year of the Company will be the
calendar year.
7. DISSOLUTION AND WINDING UP
7.1 Events
of Dissolution. The Company will dissolve upon the earlier of
(a) approval of dissolution by the Member or (b) such time as the Company
has no members. Neither the death, incompetency, or bankruptcy of the Member
nor the assignment of the Member's entire membership interest will dissolve the
Company.
7.2 Winding
Up and Liquidation. Upon the dissolution of the Company, the
affairs of the Company must be wound up by the Member. If the affairs of the Company are to be wound
up, a full account must be taken of the assets and liabilities of the Company,
and the assets of the Company must then be promptly liquidated. The proceeds must first be paid to creditors
of the Company in satisfaction of all liabilities and obligations of the
Company, including, to the extent permitted by law, liabilities and obligations
owed to the Member as a creditor. Any
remaining proceeds may then be distributed to the Member. Property of the Company may be distributed in
kind in the process of winding up and liquidation.
7.3 Negative
Capital Account. If the Member has a negative balance in the
Member's capital account upon liquidation of the Company, the Member will have
no obligation to make any contribution to the capital of the Company to make up
the deficit, and the deficit will not be considered a debt owed to the Company
or any other person for any purpose.
8. INDEMNIFICATION AND LIABILITY
LIMITATION
8.1 Indemnification. The Company must indemnify the
Member to the fullest extent permissible under the law of _____________ in
which the articles of organization of the Company have been filed, as the same
exists or may hereafter be amended, against all liability, loss, and costs
(including, without limitation, attorneys’ fees) incurred or suffered by the
Member by reason of or arising from the fact that the Member is or was a member
of the Company, or is or was serving at the request of the Company as a
manager, member, director, officer, partner, trustee, employee, or agent of
another foreign or domestic limited liability company, corporation, partnership,
joint venture, trust, benefit plan, or other enterprise. The Company may, by action of the Member,
provide indemnification to employees and agents of the Company who are not
members. The indemnification provided in
this section will not be exclusive of any other rights to which any person may
be entitled under any statute, agreement, resolution of the Member, contract,
or otherwise.
8.2 Limitation
of Liability. The Member is not liable to the Company for
monetary damages resulting from the Member’s conduct except to the extent that
the Act, as it now exists or may be amended in the future, prohibits the
elimination or limitation of liability of members of limited liability
companies. No repeal or amendment of
this section or of the Act will adversely affect any right or protection of the
Member for actions or omissions prior to the repeal or amendment.
9. MISCELLANEOUS PROVISIONS
9.1 Amendment.
The Member may amend or repeal all or part of this agreement by written
instrument.
9.2 Governing
Law. This agreement will be governed by the law of
____________ in which the articles of organization of the Company have been
filed.
9.3 Severability.
If any provision of this agreement is invalid or unenforceable, it will
not affect the remaining provisions.
Member
Name of Member
Signature of Member
Witness Witness
Name
of Witness Name
of Witness
Signature of Witness Signature
of Witness
NOTARY
SEAL OF ACKNOWLEDGMENT
A notary
public or other officer
completing this certificate verifies only the identity
of the individual who signed
the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
State of ________________
County of )
On before me,
__________________________ (insert name)
personally appeared
_______________________________,
who proved to me on the basis
of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY
under the laws of the State of __________________ that the foregoing paragraph is true and correct.
WITNESS my hand and official
seal.
Signature
(Seal)
EXHIBIT
A
[Balance
sheet of the business operated as a sole proprietorship that is to be
contributed to the capital of the Company as the Member’s initial capital
contribution.]
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