This is a sample Single Member Limited Liability Company Operating Agreement that
can be modified to fit any type of business. Limited Liability Companies (“LLC”) 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 FOR SINGLE-MEMBER LLC
This Operating Agreement (the “Agreement”) is made effective as of the
______________ day of ________________, 20________ by and between
_____________________, a ___________________ limited liability company having its
registered offices at ___________________________________ (“Company”), and
_____________________ having an address at _______________________________
(“Member”).
RECITALS
Member is entering into this Agreement for the purpose of forming a limited liability
company under the _________________________ Act of the State of _________________ (the
“Act”).
For and in consideration of the mutual covenants herein contained and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Member
and Company hereby agree to the following terms and conditions:
TERMS AND CONDITIONS
1. Formation
1.1 Name
The name of Company is ______________ LLC [Name of New LLC]. All business of
Company shall be conducted only under this name.
1.2 Articles of Organization
The Articles of Organization for Company were filed on ________________with the
Secretary of State for the State of ______________________.
1.3 Purpose
The purpose of Company is as stated in the Articles of Organization.
1.4 Principal Place of Business
The principal place of business of Company will initially be located at
____________________ [address]. Company may relocate its registered office to such other
places as designated by Member.
1.5 Permitted Business
The business of Company shall be:
© Copyright 2013 Docstoc Inc. 2
(a) To accomplish any lawful purpose that shall, at any time, appear necessary for the
benefit of Company; and
(b) To exercise all other powers necessary for running the business of Company,
which may be legally exercised by any limited liability company under the Act.
1.6 Term
Company will continue to exist unless dissolved as provided for in this Agreement.
1.7 Registered Agent
The registered agent for Company is: ______________________________, having an
address at ______________________________. Member may, at any time, change the
registered agent by filing appropriate filings with the Secretary of State. In the event the
registered agent ceases to act in its capacity for any reason, Member shall immediately designate
a replacement for the registered agent.
2. MEMBER
2.1 Termination of Member’s Interest
(a) Individual—In the event Member is an individual and dies or if a court of
competent jurisdiction adjudges the Member to be incompetent to manage his person or property,
such Member will cease to be a member of Company. Under such circumstances, Member’s
executor, administrator, guardian, conservator, or other legal representative may exercise all
Member’s rights for the purpose of settling Member’s estate or the assets.
(b) Entity—If Member is a corporation, limited liability company, trust, or other
entity and is dissolved or terminated, the powers of that Member may be exercised by its legal
representatives, executors, or successors.
2.2 Additional Members
Except for the holders who subsequently become members upon termination of
Member’s interest, any additional members may not be admitted. Company may admit one or
more additional members only upon written consent of Member. If new members are admitted,
the Articles of Organization and the Operating Agreement shall be appropriately amended.
2.3 Management of Business
The business and all affairs of Company shall be managed by Member. Member shall act
as the agent of Company and will have authority to bind Company on all matters. The authority
of Member includes, without limitation, the authority to:
© Copyright 2013 Docstoc Inc. 3
(a) Sell, lease, exchange, mortgage, pledge, or otherwise transfer or dispose of all or
substantially all of the property or assets of Company;
(b) Merge Company with any other entity;
(c) Amend the Articles of Organization of Company or this Agreement;
(d) Change the nature of the business of Company;
(e) Commence a voluntary bankruptcy case for Company; and
(f) Execute and deliver:
(i) All contracts, conveyances, assignments leases, sub-leases, agreements,
management contracts and maintenance contracts covering or affecting Company’s assets;
(ii) All checks, drafts, and other orders for the payment of Company’s funds;
(iii) All promissory notes, loans, security agreements, and other similar
documents; and
(iv) All other instruments of any other kind relating to Company’s affairs.
2.4 Compensation and Reimbursement
Member will not be entitled to payment of any salary or other compensation for services
provided to Company. Member is, however, entitled to reimbursement from Company for
reasonable expenses incurred on behalf of Company.
2.5 Liability
Member, or any manager, officer, or agent of Company shall not be personally liable or
responsible for any liabilities, debts, or obligations incurred while acting for or on behalf of
Company in any official or authorized capacity. Any failure on part of Company to observe any
formalities or requirements relating to the exercise of its powers or the management of its
business under this Agreement or the Act shall not be grounds for imposing any personal liability
on Member or any manager, officer, or agent of Company. Company shall indemnify Member,
managers, officers, and agents, and all of its former mangers, officers, and agents from such
liability to the fullest extent permitted by law.
2.6 Title to Assets
All title to the assets of Company will be held in the name of Company. Member does
not have any right over the assets of Company or any ownership interest in those assets except
indirectly as a result of Member’s ownership of an interest in Company.
© Copyright 2013 Docstoc Inc. 4
3. CAPITAL CONTRIBUTIONS
3.1 Initial Contribution
The initial capital contribution made by Member to Company in exchange for Member’s
interest in Company is __________________ dollars ($__). Member will not receive any
interest on this capital contribution. This initial capital contribution shall be made concurrently
with Member’s execution and delivery of this Agreement.
3.2 Loans
In the event the capital needs of Company exceed the capital contributions, Member may
take on loan from financial institutions such additional monies necessary for Company in such
amounts and on terms and conditions to be agreed upon by Company and Member.
4. PROFIT AND LOSS
The net profit or net loss of Company for each financial year will be fully allocated to
Member. Member must report this on all federal, state, and local income and other tax returns
required to be filed by Member.
5. DISTRIBUTIONS
Cash distributions shall be mad