The Amended And Restated Operating Agreement becomes necessary when an LLC has undergone significant changes that require substantial modifications to its original operating agreement. These changes might include ownership restructuring, management reorganization, or operational adjustments. This document, governed by state-specific LLC laws in the United States, serves as a complete replacement of the previous operating agreement and any amendments, providing a clear and current framework for the LLC's governance. It includes detailed provisions about membership interests, management structure, capital contributions, profit distributions, and transfer restrictions. The agreement must be carefully drafted to ensure compliance with both federal and state regulations while accurately reflecting the current state of the LLC's operations and relationships between its members.
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1. Parties: Identifies all members and the LLC entity
2. Background/Recitals: Explains the history of the LLC and reason for amendment and restatement
3. Definitions: Key terms used throughout the agreement
4. Formation and Name: Details of LLC formation and official name
5. Purpose and Powers: Business purpose and permitted activities
6. Capital Contributions: Member contributions and capital accounts
7. Membership Interests: Ownership percentages and classes of interests
8. Management Structure: Management rights and responsibilities
9. Distributions: Rules for profit/loss allocation
10. Transfer Restrictions: Rules for transferring membership interests
1. Tag-Along Rights: Minority member protection provisions for ensuring they can join in sales by majority members
2. Drag-Along Rights: Provisions allowing majority members to force minority members to join in a sale
3. Employee Matters: Employment terms and conditions for members who are also employees of the LLC
4. Special Tax Provisions: Specific provisions for special tax elections or treatments required by the LLC
1. Schedule A - Members and Capital Contributions: Detailed list of members and their respective capital contributions
2. Schedule B - Membership Interests: Detailed breakdown of ownership percentages and classes of interests
3. Schedule C - Initial Officers: List of initial officers and their respective roles
4. Appendix A - Defined Terms: Extended definitions of key terms used in the agreement
5. Appendix B - Tax Matters: Detailed provisions regarding tax elections and treatments
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