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Llc Operating Agreement And Articles Of Organization for the United States

Llc Operating Agreement And Articles Of Organization Template for United States

An LLC Operating Agreement and Articles of Organization are fundamental documents for establishing and operating a Limited Liability Company in the United States. The Operating Agreement is an internal document that governs the LLC's operations, member relationships, and management structure, while the Articles of Organization is the formal document filed with the state to legally create the LLC. These documents together provide the legal framework for the company's existence and operation, establishing everything from ownership percentages to management responsibilities.

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Llc Operating Agreement And Articles Of Organization

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What is a Llc Operating Agreement And Articles Of Organization?

The LLC Operating Agreement and Articles of Organization are essential documents for any business forming as an LLC in the United States. These documents are used when establishing a new LLC or reorganizing an existing business into an LLC structure. The Operating Agreement portion details the internal operations, including membership rights, profit sharing, and management structure, while the Articles of Organization officially registers the entity with the state. These documents provide crucial protection for members by establishing clear operational guidelines and ensuring compliance with state regulations. They're particularly important for businesses seeking liability protection while maintaining operational flexibility.

What sections should be included in a Llc Operating Agreement And Articles Of Organization?

1. Parties and Formation: Identifies all members and formally establishes the LLC

2. Background: States the purpose of forming the LLC and basic intent of the parties

3. Definitions: Defines key terms used throughout the agreement

4. Business Purpose: States the primary business activities of the LLC

5. Management Structure: Defines whether the LLC is member-managed or manager-managed

6. Capital Contributions: Details initial and subsequent capital contributions requirements

7. Profit and Loss Allocation: Specifies how profits and losses will be distributed

8. Voting Rights: Establishes voting procedures and requirements

9. Transfer Restrictions: Details restrictions on transferring membership interests

10. Dissolution: Outlines procedures for dissolving the LLC

What sections are optional to include in a Llc Operating Agreement And Articles Of Organization?

1. Tax Provisions: Specific tax elections and procedures for special tax treatment requirements

2. Buy-Sell Provisions: Detailed procedures and terms for buying out members' interests

3. Non-Compete Clauses: Restrictions on competitive activities by members during and after membership

4. Intellectual Property Rights: Provisions governing IP ownership, protection, and usage within the LLC

What schedules should be included in a Llc Operating Agreement And Articles Of Organization?

1. Schedule A - Member Information: Detailed list of members and their initial capital contributions

2. Schedule B - Percentage Interests: Allocation of ownership percentages among members

3. Appendix A - Articles of Organization: Copy of filed Articles of Organization with the state

4. Appendix B - Member Certificates: Copies of membership certificates if issued

5. Appendix C - Tax Elections: Documentation of any special tax elections made by the LLC

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

Cost

Free to use
Clauses



































Industries

Internal Revenue Code: Federal tax regulations governing the tax treatment of LLCs, including classification options (partnership vs. corporation) and filing requirements

Federal Securities Laws: Federal regulations concerning securities, relevant if the LLC plans to issue membership interests that could be classified as securities

Federal Employment Laws: Federal labor regulations including FLSA, FMLA, and other employment-related requirements if the LLC will have employees

State LLC Act: State-specific legislation governing the formation, operation, and dissolution of LLCs, including mandatory provisions for Operating Agreements

State Business Corporation Laws: Supplementary state regulations that may affect LLC operations and governance structure

State Tax Laws: State-specific tax regulations including filing requirements, state tax rates, and special tax classifications for LLCs

State Securities Laws: State-level securities regulations ('Blue Sky Laws') affecting membership interest transfers and issuance

State Filing Requirements: Specific documentation and procedures required by the state for LLC formation and maintenance, including Articles of Organization format

Secretary of State Requirements: Specific rules and regulations from the state's Secretary of State office regarding LLC registration and compliance

Naming Requirements: State-specific rules governing LLC name selection, including required designators and name availability

Registered Agent Requirements: State laws regarding the appointment and maintenance of a registered agent for service of process

Annual Compliance Requirements: Ongoing compliance obligations including annual reports, fees, and maintenance filings required by the state

Membership Rights Regulations: Laws governing member rights, responsibilities, and fiduciary duties in an LLC structure

Management Structure Requirements: Regulations concerning LLC management options (member-managed vs. manager-managed) and associated responsibilities

Capital Contribution Rules: Laws governing how and what members can contribute as capital to the LLC, including valuation requirements

Profit and Loss Allocation Rules: Regulations affecting how LLCs can distribute profits and losses among members

Transfer Restriction Laws: Rules governing the transfer of LLC membership interests and any applicable restrictions

Dissolution Procedures: Legal requirements for properly dissolving an LLC, including necessary filings and notices

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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