| Note: The purchased version of this form includes, in addition to the operating agreement, a packet of professionally drafted resolutions, notices, and minutes templates that are essential to the initial organization of an LLC and to its ongoing operation, including:
Appointment of Accountants, Appointment of Officers, Approval of Operating Agreement, Designation or Substitution of Agent for Service of Process, Approval of Employment Agreement, Sale of Membership Interests, Amendment of Articles of Organization, Approval of Borrowing, Annual Members Meeting, Purchase of Property, Qualifications to Do Business, Authorization for Members to Act on Behalf of LLC, Notice of Meeting, Declaration of Mailing of Notice of Meeting, Waiver of Notice and Consent to Hold Meeting of Members, Minutes of Special or Regular Meeting, and Action by Written Consent. |
Indiana Limited Liability Company
Operating Agreement
(Manager-Managed)
LIMITED LIABILITY COMPANY
OPERATING AGREEMENT
FOR
_______________________________________
[Insert Name of LLC]
A Manager-Managed Limited
Liability Company
THIS
LIMITED LIABILITY COMPANY AGREEMENT (the Agreement) is made and entered into
this _________________ day of ________________, 20___ by: [insert name(s) of
Manager(s)]
_______________________________________________________________________
_______________________________________________________________________
and each
individual or business entity later subsequently admitted to the Company. These
individuals and/or business entities shall be known as and referred to as
"Members" and individually as a "Member."
[Insert Member names]
As of
this date the Members, through their agent, ________________,
___________________ have formed the __________________ Limited
Liability Company named above under the laws of the State of Indiana.
Accordingly, in consideration of the conditions contained herein, they agree as
follows:
ARTICLE I
Company Formation and
Registered Agent
1.1
FORMATION.
The Members hereby form a Limited Liability Company ("Company") subject to the
provisions of the Limited Liability Company Act as currently in effect as of
this date. A Certificate of Formation shall be filed with the Secretary of
State.
1.2
NAME. The
name of the Company shall be: ______________________________, L.L.C.
1.3
REGISTERED OFFICE AND AGENT. The location of the registered office of the Company shall be:
1.4
TERM. The Company shall continue for a period [insert
term length]
________________
unless dissolved by:
____________________________________________________________.
(a)
Members whose capital interest as defined in Article 2.2 exceeds 50 percent vote
for dissolution; or (b) Any event which makes it unlawful for the business of
the Company to be carried on by the Members; or
(c)
The death, resignation, expulsion, bankruptcy, retirement of a
Member or the occurrence of any other event that terminates the
continued membership of a Member of the Company; or
(d)
Any other event causing a dissolution of a Limited Liability
Company under the laws of the State of Indiana.
1.5
CONTINUANCE OF COMPANY. Notwithstanding the provisions of
ARTICLE 1.4, in the event of an occurrence described in ARTICLE 1.4(c), if there
are at least two remaining Members, said remaining Members shall have the right
to continue the business of the Company. Such right can be exercised only by the
unanimous vote of the remaining Members within ninety (90) days after the
occurrence of an event described in ARTICLE 1.4(c). If not so exercised, the
right of the Members to continue the business of the Company shall
expire.
1.6
BUSINESS PURPOSE. The purpose of the Company is to engage in any lawful act or
activity for which a Limited Liability Company may be formed under the Limited
Liability statutes of the State of Indiana.
1.7 PRINCIPAL PLACE
OF BUSINESS. The location of the principal place of business of the Company shall be:
[insert principal place of
business address]
or at
such other place as the Managers from time to time select.
1.8
THE MEMBERS. The name and place of residence of each member are
contained in Exhibit 2 attached to this Agreement.
1.9
ADMISSION OF ADDITIONAL MEMBERS. Except as otherwise expressly provided in the
Agreement, no additional members may be admitted to the Company through issuance
by the company of a new interest in the Company without the prior unanimous
written consent of the Members.
ARTICLE 2
Capital Contributions
2.1
INITIAL CONTRIBUTIONS. The Members initially shall contribute to
the Company capital as described in Exhibit 3 attached to this Agreement. The
agreed value of such property and cash is $ [insert
amount] ___________.
2.2
ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member shall be
obligated to make any additional contribution to the Company's capital.
ARTICLE 3
Profits, Losses and
Distributions
3.1
PROFITS/LOSSES. For financial accounting and tax purposes the Company's net
profits or net losses shall be determined on an annual basis and shall be
allocated to the Members in proportion to each Member's relative capital
interest in the Company as set forth in Exhibit 2 as amended from time to time
in accordance with Treasury Regulation 1.704-1.
3.2
DISTRIBUTIONS. The Members shall determine and distribute available funds
annually or at more frequent intervals as they see fit. Available funds, as
referred to herein, shall mean the net cash of the Company available after
appropriate provision for expenses and liabilities, as determined by the
Managers. Distributions in liquidation of the Company or in liquidation of a
Member's interest shall be made in accordance with the positive capital account
balances pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2). To the extent
a Member shall have a negative capital account balance, there shall be a
qualified
income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).
ARTICLE 4
Management
4.1
MANAGEMENT OF THE BUSINESS. The name and place of residence of each Manager is
attached as Exhibit 1 of this Agreement. By a vote of the Members holding a
majority of the capital interests in the Company, as set forth in Exhibit 2 as
amended from time to time, shall elect so many Managers as the Members
determine, but no fewer than one, with one Manager elected by the Members as
Chief Executive Manager.
4.2
MEMBERS. The liability of the Members shall be limited as provided under
the laws of the Indiana Limited Liability statutes.
Members that are not Managers shall take no part whatever in the control,
management, direction, or operation of the Company's affairs and shall have no
power to bind the Company. The Managers may from time to time seek advice from
the Members, but they need not accept such advice, and at all times the Managers
shall have the exclusive right to control and manage the Company. No Member
shall be
an
agent of any other Member of the Company solely by reason of being a Member.
4.3
POWERS OF MANAGERS. The Managers are authorized on the Company's behalf to make
all decisions as to (a) the sale, development lease or other disposition of the
Company's assets; (b) the purchase or other acquisition of other assets of all
kinds; (c) the management of all or any part of the Company's assets; (d) the
borrowing of money and the granting of security interests in the Company's
assets; (e) the pre-payment, refinancing or extension of any loan affecting the
Company's assets; (f ) the compromise or release of any of the Company's claims
or debts; and, (g) the employment of persons, firms or corporations for the
operation and management of the company's business. In the exercise of their
management powers, the Managers are authorized to execute and deliver (a) all
contracts, conveyances, assignments leases, sub-leases, franchise agreements,
licensing agreements, management contracts and maintenance contracts covering or
affecting the Company's assets; (b) all checks, drafts and other orders for the
payment of the Company's funds; (c) all promissory notes, loans, security
agreements and other similar documents; and, (d) all other instruments of any
other kind relating to the Company's affairs, whether like or unlike the
foregoing.
4.4
CHIEF EXECUTIVE MANAGER. The Chief Executive Manager shall have primary
responsibility for managing the operations of the Company and for effectuating
the decisions of the Managers.
4.5
NOMINEE. Title to the Company's assets shall be held in the Company's name or in
the name of any nominee that the Managers may designate. The Managers shall have
power to enter into a nominee agreement with any such person, and such agreement
may contain provisions indemnifying the nominee, except for his willful
misconduct.
4.6
COMPANY INFORMATION. Upon request, the Managers shall supply to any member
information regarding the Company or its activities. Each Member or his
authorized representative shall have access to and may inspect and copy all
books, records and materials in the Manager's possession regarding the Company
or its activities. The exercise of the rights contained in this ARTICLE 4.6
shall be at the requesting Member's expense.
4.7
EXCULPATION. Any act or omission of the Managers, the effect of which may cause
or result in loss or damage to the Company or the Members if done in good faith
to promote the best interests of the Company, shall not subject the Managers to
any liability to the Members.
4.8
INDEMNIFICATION. The Company shall indemnify any person who was or is a party
defendant or is threatened to be made a party defendant, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the Company) by reason
of the fact that he is or was a Member of the Company, Manager, employee or
agent of the Company, or is or was serving at the request of the Company, for instant expenses (including attorney's fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the Members determine that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the Company, and with respect to any criminal action proceeding, has no
reasonable cause to believe his/her conduct was unlawful. The termination of
any action, suit, or proceeding by judgment, order, settlement, conviction, or
upon a plea of "no lo Contendere" or its equivalent, shall not in itself create
a presumption that the person did or did not act in good faith and in a manner
which he reasonably
believed to be in the best interest of the Company, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his/her
conduct was lawful.
4.9
RECORDS. The Managers shall cause the Company to keep at its
principal place of business the following:
(a)
a current
list in alphabetical order of the full name and the last known street address of
each Member;
(b) a
copy of the Certificate of Formation and the Company Operating Agreement and all
amendments;
(c)
copies of
the Company's federal, state and local income tax
returns and reports, if any, for the three most recent years;
(d)
copies of any financial statements of the limited liability
company for the three most recent years.
ARTICLE 5
Compensation
5.1
MANAGEMENT FEE. Any Manager rendering services to the Company shall be entitled
to compensation commensurate with the value of such services.
5.2
REIMBURSEMENT. The Company shall reimburse the Managers or Members for all
direct out-of-pocket expenses incurred by them in managing the Company.
ARTICLE 6
Bookkeeping
6.1
BOOKS. The Managers shall maintain complete and accurate books of account of the
Company's affairs at the Company's principal place of business. Such books shall
be kept on such method of accounting as the Managers shall select. The company's
accounting period shall be the calendar year.
6.2
MEMBER'S ACCOUNTS. The Managers shall maintain separate
capital and distribution accounts for each member. Each member's capital account
shall be determined and maintained in the manner set forth in Treasury
Regulation 1.704-l(b)(2)(iv) and shall consist of his initial capital
contribution increased by:
(a)
any additional capital contribution made by him/her;
(b)
credit balances transferred from his distribution account to his
capital account;
and decreased by:
(a)
distributions to him/her in reduction of Company capital;
(b)
the Member's share of Company losses if charged to his/her
capital account.
6.3
REPORTS. The Managers shall close the books of account after the
close of each calendar year, and shall prepare and send to each
member a statement of such Member's distributive share of income and
expense for income tax reporting purposes.
ARTICLE 7
Transfers
7.1
ASSIGNMENT. If at any time a Member proposes to sell, assign or otherwise
dispose of all or any part of his interest in the Company, such Member shall
first make a written offer to sell such interest to the other Members at a price
determined by mutual agreement. If such other Members decline or fail to elect
such interest within thirty (30) days, and if the sale or assignment is made and
the Members fail to approve this sale or assignment unanimously then, pursuant
to the Indiana Limited Liability statutes, the purchaser or assignee shall have
no right to participate in the management of the business and affairs of the
Company. The purchaser or assignee shall only be entitled to receive the share
of the profits or other compensation by way of income and the return of
contributions to which that Member would otherwise be entitled.
Signed and Agreed this ________ day of _______________ 20____.
Member____________________ Member__________________________
LIMITED LIABILITY COMPANY
OPERATING AGREEMENT
FOR
________________________________, L.L.C.
LISTING OF MANAGERS
By a
majority vote of the Members the following Managers were elected to operate the
Company pursuant to ARTICLE 4 of the Agreement:
|
_____________________________
Chief Executive Manager
_____________________________
Printed Name:
_____________________________
Address Line 1
_____________________________
Address Line 2
|
_____________________________
Title:
_____________________________
Printed Name:
_____________________________
Address Line 1
_____________________________
Address Line 2 |
_____________________________
Title:
_____________________________
Printed Name:
_____________________________
Address Line 1
_____________________________
Address Line 2 |
_____________________________
Title:
_____________________________
Printed Name:
_____________________________
Address Line 1
_____________________________
Address Line 2 |
_____________________________
Title:
_____________________________
Printed Name:
_____________________________
Address Line 1
_____________________________
Address Line 2 |
_____________________________
Title:
_____________________________
Printed Name:
_____________________________
Address Line 1
_____________________________
Address Line 2 |
_____________________________
Title:
_____________________________
Printed Name:
_____________________________
Address Line 1
_____________________________
Address Line 2 |
_____________________________
Title:
_____________________________
Printed Name:
_____________________________
Address Line 1
_____________________________
Address Line 2 |
The above listed Manager(s) will serve in their
capacities until they are removed for any reason by a majority vote of the
Members as defined by ARTICLE 4 or upon their voluntary resignation.
Signed and Agreed this ___________ day of ______________,
20__.
_____________________________
Member
_____________________________
Member
LIMITED LIABILITY COMPANY
OPERATING AGREEMENT
FOR
________________________________, L.L.C.
LISTING OF MEMBERS
As of
the ______ day of _____________, 20__ the following is a list
of
Members of the Company:
NAME:
ADDRESS:
_______________________ ______________________________
______________________________
______________________________
_______________________ ______________________________
______________________________
______________________________
Authorized by Member(s) to provide Member Listing as of this _____ day of
_______________, 20__
_______________________________
Member
_______________________________
Member
LIMITED LIABILITY COMPANY
OPERATING AGREEMENT
FOR
________________________________, L.L.C.
CAPITAL CONTRIBUTIONS
Pursuant to ARTICLE 2, the Members' initial contribution to the Company capital
is stated to be $____________. The description and each individual portion of
this initial contribution is as follows:
____________________________________ $______________
____________________________________ $______________
____________________________________ $______________
____________________________________ $______________
____________________________________ $______________
____________________________________ $______________
____________________________________ $______________
____________________________________ $______________
____________________________________ $______________
SIGNED AND AGREED this _____ day of ________________, 20____.
____________________________________
Member
____________________________________
Member
Do you want this form for another state? Select one:
AL,
AK,
AZ,
AR,
CA,
CO,
CT,
DE,
DC,
FL,
GA,
HI,
ID,
IL,
IN,
IA,
KS,
KY,
LA,
ME,
MD,
MA,
MI,
MN,
MS,
MO,
MT,
NE,
NV,
NH,
NJ,
NM,
NY,
NC,
ND,
OH,
OK,
OR,
PA,
RI,
SC,
SD,
TN,
TX,
UT,
VT,
VA,
WA,
WV,
WI,
WY
Other Forms You May Need
For only 9.99 you can have this form emailed or faxed to you.
We'll send you the form properly formatted and ready for your immediate use.
Attention attorneys and legal publishers:
sell us your legal forms
and earn up to $2,500 or more!
