An operating agreement for a limited liability company — member ownership, management structure, distributions, and transfer rules.
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This Operating Agreement ("Agreement") is entered into as of [Effective Date] for [LLC Name], LLC (the "Company"), a limited liability company organized under the laws of [State / Jurisdiction], by its members: [Member Names] (each a "Member").
The Company is formed to engage in [Description of Business], and any other lawful business the Members agree to.
Each Member’s initial capital contribution and resulting ownership percentage are as follows: [Member Name — Contribution — Percentage, for each Member].
The Company is [Member-Managed / Manager-Managed]. [If Manager-Managed: [Manager Name(s)] is/are designated as Manager(s), with authority to [Scope of Authority].]
Members vote in proportion to their ownership percentage, unless otherwise stated here. [Major Decisions — e.g. selling the company, taking on significant debt] require approval of Members holding at least [Threshold]% of ownership.
Distributions of available cash will be made to Members in proportion to their ownership percentage, at times determined by [Members / Manager(s)].
A Member may not transfer their membership interest without the consent of Members holding at least [Threshold]% of the remaining ownership, except to [Permitted Transferees, if any].
The Company may be dissolved upon the vote of Members holding at least [Threshold]% of ownership, or upon [Other Triggering Events]. Upon dissolution, assets will be liquidated and distributed after paying debts, in proportion to ownership.
This Agreement is governed by the laws of the State of [State / Jurisdiction].
Member Signature: _______________________ Date: _______________
Member Signature: _______________________ Date: _______________