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Amended And Restated Operating Agreement for the United States

Amended And Restated Operating Agreement Template for United States

An Amended and Restated Operating Agreement is a comprehensive legal document that replaces and updates an existing LLC Operating Agreement in the United States. It consolidates the original agreement and all subsequent amendments into a single, coherent document that outlines the ownership structure, management responsibilities, and operational procedures of the LLC. This document must comply with state-specific LLC laws and typically includes provisions for capital contributions, profit distributions, voting rights, and transfer restrictions.

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Amended And Restated Operating Agreement

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What is a Amended And Restated Operating Agreement?

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.

What sections should be included in a Amended And Restated Operating Agreement?

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

What sections are optional to include in a Amended And Restated Operating Agreement?

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

What schedules should be included in a Amended And Restated Operating Agreement?

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Document Type

Amendment Agreement

Cost

Free to use
Clauses







































Industries

Uniform Limited Liability Company Act (ULLCA): Federal framework legislation that provides the basic structure for LLC laws, though states may adopt their own versions or variations

State-specific LLC Statutes: Individual state laws governing LLC formation, operation, and dissolution, which vary by jurisdiction and take precedence over ULLCA

Internal Revenue Code - Subchapter K: Federal tax regulations specifically dealing with partnership taxation, crucial for LLC tax treatment and member distributions

State Securities Laws: Regulations governing whether membership interests qualify as securities and related compliance requirements

Federal Securities Laws: SEC regulations that may apply if membership interests are classified as securities or if the LLC reaches certain size thresholds

State Tax Regulations: State-specific tax rules affecting LLC operation, member taxation, and reporting requirements

State Contract Law: General principles of contract law that govern the enforceability and interpretation of the operating agreement

Corporate Governance Requirements: State-specific rules regarding management structure, member voting rights, and fiduciary responsibilities

Fiduciary Duty Laws: Legal obligations of loyalty and care that managing members owe to the LLC and other members

Employment Laws: Federal and state employment regulations that may apply to managing members who are also employees

State Registration Requirements: Filing and registration obligations for amended operating agreements with state authorities

Original Documentation Requirements: Need for original operating agreement, prior amendments, and certificate of formation for proper amendment and restatement

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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