This is a sample Multiple Member LLC Operating Agreement that can be modified to fit
any type of business. LLCs are often the most beneficial classification for business
entities because they provide for the limited liability of corporations while having the
benefits of partnership taxation. In order for the LLC to be valid, it must have an
operating agreement and must file the Articles of Organization with the Secretary of
State. This sample operating agreement is ideal for small businesses that want to
operate as an LLC.
OPERATING AGREEMENT
OF ________________________ [INSTRUCTION: INSERT THE NAME OF
COMPANY],
LIMITED LIABILITY COMPANY
STATE OF _________________
This Limited Liability Company Operating Agreement (the “Agreement”) of
_________________________________________ [Instruction: Insert the name of company]
a _________________ limited liability company (the “Company”) is entered into as of the
_____ [Month] _____ [Date], 20_____ [Year] by and between
First Member
________________________________ [Instruction: Insert the name of member], residing at
______________________________________ [Instruction: Insert the address of member]
(the “Member”)
Second Member
________________________________ [Instruction: Insert the name of member], residing at
______________________________________ [Instruction: Insert the address of member]
(the “Member”)
Third Member
________________________________ [Instruction: Insert the name of member], residing at
______________________________________ [Instruction: Insert the address of member]
(the “Member”)
Fourth Member
________________________________ [Instruction: Insert the name of member], residing at
______________________________________ [Instruction: Insert the address of member]
(the “Member”)
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[Instructions: Kindly add or delete above member sections as needed.]
In order to form a limited liability company pursuant to and in accordance with the
_________________ Code _________ Corporations, Chapter _________________ Uniform
Limited Liability Company Act, as amended from time to time (the “Act”), the Members hereby
agrees as follows:
1. DEFINITIONS.
a. “Articles of Organization” means the document filed with the Secretary of State
required to form a limited liability company in State of _________________.
b. “Fiscal Year” shall be from __________ through __________ [ ◊ Instruction: Insert
the start and end dates of the fiscal year e.g., January 1 through December 31] of
each year until or unless changed by the Members.
c. “Person” whether capitalized or not, means any individual, sole proprietorship, joint
venture, partnership, corporation, company, firm, bank, association, cooperative, trust,
estate, government, governmental agency, regulatory authority, or other entity of any
nature.
2. ORGANIZATION.
a. Company Name.
The name of the limited liability company formed hereby shall be _____________________
[Instruction: Insert the name of company] (the “Company”).
b. Purpose.
The business of the Company shall be:
___________________________________________________________________________
___________________________________________________________________________
[Instruction: Insert the nature of business of company]
Further, the Company is formed for the object and purpose of, and the nature of the business
to be conducted and promoted by the Company is, engaging in any lawful act or activity for
which limited liability companies may be formed under the Act, and engaging in any and all
activities necessary or incidental to the foregoing.
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c. Registered Office; Registered Agent.
The Company shall maintain a registered office at __________________________________
[Instruction: Insert address of registered office of the Company] and its principal office at
________________________________________ [Instruction: Insert address of principal
place of business of the Company]. The Members may at any time change the location of
the Company’s principal offices and may establish additional offices. The name of the
Company’s registered agent is ___________________________________ [Instruction:
Insert the name and address of registered agent of the Company].
d. Term.
The term of the Company shall commence on the date first written above and shall have
perpetual existence unless it shall be dissolved and its affairs shall have been wound up as
provided in Section 7 (Dissolution and Winding up of Business).
e. Qualification in Other Jurisdictions.
The Company may register in any other jurisdiction upon the approval of the Members.
f. Bank Accounts.
All funds of the Company shall be deposited in one or more accounts with one or more
recognized financial institutions in the name of the Company, at such locations as shall be
determined by the Managing Member. Withdrawal from such accounts shall require the
signature of such person or persons as the Managing Member may designate.
3. ACCOUNTS AND RECORDS.
a. Records and Accounting; Reports; Fiscal Affairs.
Proper and complete records and books of accounting of the business of the Company,
including a list of names, addresses, and interests of all Members, shall be maintained at the
Company’s principal place of business. The books and records of the Company shall be kept
on cash basis of accounting, and the cash basis of accounting shall be followed by the
Company for federal income tax pu