LLC Operating Agreement

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Servide Provider:

_______, with its registered address at _______ (hereinafter referred to as the "Servide Provider").

Clients:

_______, residing at _______ (hereinafter referred to as the "Client").

(collectively referred to as the "Clients").

RECITALS

WHEREAS, the undersigned parties (collectively, the "Members"), intending to be legally bound, have associated themselves to form a limited liability company (the "Company") pursuant to and in accordance with the Limited Liability Company Act of the State of _______ (the "Act"), by causing a Certificate of Formation to be filed with the appropriate state authority; WHEREAS, the Members wish to enter into this written operating agreement (this "Agreement") to set forth their respective rights and obligations as Members, to provide for the regulation of the internal affairs of the Company, and to govern the conduct of the Company's business; WHEREAS, this Agreement is intended to constitute the operating agreement of the Company within the meaning of the Act and shall supersede any and all prior agreements, understandings, and representations, whether oral or written, among the Members with respect to the subject matter hereof;
WHEREAS, the primary purpose for which the Company is formed is to engage in the business of _______, and to conduct any other lawful business, purpose, or activity permitted for limited liability companies under the Act;
WHEREAS, the primary purpose for which the Company is formed is to acquire, develop, manage, and ultimately dispose of the asset or project known as "_______" (the "Project"), as more fully described in the general business purpose of: _______;
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, and the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members agree as follows:

ARTICLE I
DEFINITIONS

When used in this Agreement, the following capitalized terms shall have the meanings ascribed to them below. Other capitalized terms used in this Agreement but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement or, if not so defined, the meanings given to them in the Act.
  • "Act" means the Limited Liability Company Act of the State of _______, as it may be amended from time to time.
  • "Agreement" means this Limited Liability Company Operating Agreement, as originally executed and as amended, modified, supplemented, or restated from time to time.
  • "Capital Account" means the account established and maintained for each Member on the books of the Company in accordance with the provisions of this Agreement.
  • "Capital Contribution" means the total amount of cash and the agreed-upon Fair Market Value of any property or services contributed or agreed to be contributed to the Company by a Member.
  • "Certificate of Formation" means the certificate of formation of the Company as filed with the Secretary of State of the State of _______, as it may be amended or restated from time to time.
  • "Company" means the limited liability company formed and governed pursuant to this Agreement.
  • "Code" means the Internal Revenue Code of 1986, as amended from time to time.
  • "Distributable Cash" means, with respect to any period, all cash receipts of the Company from all sources, but excluding Capital Contributions, reduced by the sum of: (i) all cash expenditures incurred in the ordinary course of business; (ii) all principal and interest payments on any Company debt; and (iii) such reasonable reserves as the Members deem necessary or appropriate for the proper operation of the Company's business.
  • "Fiscal Year" means the Company's fiscal year, which shall be the calendar year, unless a different fiscal year is required by the Code.
  • "Member" means any Person who is an initial signatory to this Agreement as a member, or who is hereafter admitted as a member of the Company in accordance with the terms of this Agreement and the Act, and who has not ceased to be a member.
  • "Membership Interest" means a Member's entire interest in the Company, including the Member's economic interest in allocations and distributions, as well as the Member's rights to participate in the management of the business and affairs of the Company.
  • "Person" means any individual, partnership, corporation, limited liability company, trust, estate, or other entity.
  • "Treasury Regulations" means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time.
  • "Project" means the acquisition, ownership, development, financing, management, operation, and disposition of the specific asset or project identified as "_______".

ARTICLE II
ORGANIZATION AND GENERAL PROVISIONS

2.1 Formation

The Company was formed as a limited liability company under the laws of the State of _______ by the filing of the Certificate of Formation with the Secretary of State of the State of _______. The Members hereby ratify and approve all actions taken in connection with the formation of the Company. The rights and liabilities of the Members shall be as provided in the Act and this Agreement.

2.2 Name

The name of the Company is that set forth in the Certificate of Formation. The business of the Company may be conducted under that name or, upon compliance with applicable laws, any other name that the Members may from time to time designate. The Members shall execute and file any assumed or fictitious name certificates as may be required by law.

2.3 Principal Office

The principal office and place of business of the Company shall be at such location as the Members may determine from time to time. The Company may have such other offices, either within or without the State of _______, as the Members may deem necessary or convenient for the conduct of its business.

2.4 Registered Agent and Office

The registered agent for service of process on the Company in the State of _______ and the registered office shall be as set forth in the Certificate of Formation, as the same may be changed from time to time by the Members in accordance with the Act.

2.5 Duration

The term of the Company commenced on the date the Certificate of Formation was filed with the Secretary of State of the State of _______ and shall continue in perpetuity unless the Company is dissolved earlier in accordance with the provisions of this Agreement or as required by law.

2.6 Qualification in Other Jurisdictions

The Members shall cause the Company to be qualified, formed, or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business and in which such qualification, formation, or registration is required or advisable.

ARTICLE III
PURPOSE AND POWERS OF THE COMPANY

3.1 Purpose

The purpose of the Company is to engage in and carry on any and all lawful business, activities, or ventures for which a limited liability company may be organized under the laws of the State of _______. The primary business purpose of the Company is: _______.
The sole and exclusive purpose of the Company is to acquire, own, develop, finance, lease, manage, operate, and ultimately sell or otherwise dispose of the specific asset or project known as "_______" (the "Project"), and to engage in any and all activities necessary, incidental, or convenient to the furtherance of such purpose. The primary business activities are more generally described as: _______. The Company shall not engage in any other business or activity unless approved by the unanimous written consent of all Members.

3.2 Powers

Subject to any limitations set forth in this Agreement, the Company shall have and may exercise all powers and privileges, now or hereafter conferred by the laws of the State of _______ upon limited liability companies, necessary or convenient to the conduct, promotion, or attainment of the business, purposes, or activities of the Company. Without limiting the generality of the foregoing, the Company shall have the power to: (a) acquire, hold, manage, and dispose of real and personal property; (b) enter into, perform, and carry out contracts of every kind; (c) borrow money and issue evidences of indebtedness, and secure the same by mortgage, pledge, or other lien; (d) invest and reinvest its funds; and (e) do all other things necessary or convenient to carry out its purposes.
__________________

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

SERVIDE PROVIDER:

Full Legal Name: _______

Registered address of Servide Provider: _______

Signature: ___________________________     Date: ___________________________

 

CLIENT 1:

Full Legal Name: _______

Residential address: _______

Signature: ___________________________     Date: ___________________________

 

CLIENT 2:

Full Legal Name: _______

Residential address of [B2_SINGULAR]: _______

Signature: ___________________________     Date: ___________________________

 

CLIENT 3:

Full Legal Name: _______

Residential address of [B3_SINGULAR]: _______

Signature: ___________________________     Date: ___________________________