[{"data":1,"prerenderedAt":527},["ShallowReactive",2],{"document-llc-membership-agreement-D14005":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":526},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"MEMBERSHIP AGREEMENT OF [LLC NAME] This Membership Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [MEMBER NAME] (the \"Member\"), an individual/entity with its principal place of residence/business located at: [COMPLETE ADDRESS] WHEREAS, the LLC is a limited liability company duly organized under the laws of the [State/Province] of [STATE/PROVINCE]; WHEREAS, the Member desires to become a member of the LLC and agrees to be bound by the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereto agree as follows: ADMISSION OF MEMBER Membership Interest: The LLC hereby admits the Member as a member of the LLC with a [NUMBER]% membership interest, effective as of the date of this Agreement. Capital Contribution: The Member agrees to contribute the sum of [AMOUNT] as an initial capital contribution to the LLC, which shall be paid on or before [DATE]. Additional Contributions: The Member shall not be required to make any additional capital contributions unless otherwise agreed upon in writing by the Member and the LLC. RIGHTS AND DUTIES OF MEMBER 2.1 Voting Rights: The Member shall have voting rights proportional to their membership interest in the LLC. The voting rights and procedures shall be governed by the LLC's Operating Agreement. 2.2 Management of LLC: The management of the LLC shall be vested in [MANAGERS/MEMBERS] as provided in the LLC's Operating Agreement. The Member shall have the right to participate in the management of the LLC in accordance with the terms of the Operating Agreement. 2.3 Distributions: The Member shall be entitled to receive distributions from the LLC as determined by the LLC's Operating Agreement and in proportion to their membership interest. 2.4 Transfer of Interest: The Member may transfer their membership interest in the LLC only in accordance with the terms set forth in the LLC's Operating Agreement and subject to the approval of the other members, if applicable. REPRESENTATIONS AND WARRANTIES 3.1 Authority: The Member represents and warrants that they have the legal capacity and authority to enter into this Agreement and to perform their obligations hereunder. 3.2 Compliance with Laws: The Member agrees to comply with all applicable federal, state, and local laws and regulations in connection with their membership in the LLC. INDEMNIFICATION 4",null,"LLC Membership Agreement","4",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/llc-membership-agreement-D14005.png","https://templates.business-in-a-box.com/imgs/250px/14005.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#14005.xml",{"title":15,"description":6},"llc membership agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"LLC Membership Agreement Template","https://templates.business-in-a-box.com/imgs/400px/14005.png","https://templates.business-in-a-box.com/imgs/600px/14005.png",[25,17,20],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":18,"url":19},{"label":32,"url":33},"Incorporation & Bylaws","/templates/incorporation-and-bylaws/",[35,39,43,47,51,55,59,63,67,71,75,79,83,98,114,131,145,160],{"label":36,"url":37,"thumb":38,"extension":10},"LLC Membership Interest Purchase Agreement","/template/llc-membership-interest-purchase-agreement-D5208","https://templates.business-in-a-box.com/imgs/250px/5208.png",{"label":40,"url":41,"thumb":42,"extension":10},"LLC Operating Agreement","/template/llc-operating-agreement-D5209","https://templates.business-in-a-box.com/imgs/250px/5209.png",{"label":44,"url":45,"thumb":46,"extension":10},"LLC Buyout Agreement","/template/llc-buyout-agreement-D13361","https://templates.business-in-a-box.com/imgs/250px/13361.png",{"label":48,"url":49,"thumb":50,"extension":10},"LLC Investment Agreement","/template/llc-investment-agreement-D12832","https://templates.business-in-a-box.com/imgs/250px/12832.png",{"label":52,"url":53,"thumb":54,"extension":10},"LLC Member Withrawal Agreement","/template/llc-member-withrawal-agreement-D13273","https://templates.business-in-a-box.com/imgs/250px/13273.png",{"label":56,"url":57,"thumb":58,"extension":10},"LLC Multiple Members Operating Agreement","/template/llc-multiple-members-operating-agreement-D12871","https://templates.business-in-a-box.com/imgs/250px/12871.png",{"label":60,"url":61,"thumb":62,"extension":10},"Discounted Membership for Employees","/template/discounted-membership-for-employees-D637","https://templates.business-in-a-box.com/imgs/250px/637.png",{"label":64,"url":65,"thumb":66,"extension":10},"LLC Member Removal Form","/template/llc-member-removal-form-D14004","https://templates.business-in-a-box.com/imgs/250px/14004.png",{"label":68,"url":69,"thumb":70,"extension":10},"How To Start An LLC","/template/how-to-start-an-llc-D13349","https://templates.business-in-a-box.com/imgs/250px/13349.png",{"label":72,"url":73,"thumb":74,"extension":10},"Limited Partnership Agreement","/template/limited-partnership-agreement-D891","https://templates.business-in-a-box.com/imgs/250px/891.png",{"label":76,"url":77,"thumb":78,"extension":10},"Checklist How To Setup an LLC","/template/checklist-how-to-setup-an-llc-D12995","https://templates.business-in-a-box.com/imgs/250px/12995.png",{"label":80,"url":81,"thumb":82,"extension":10},"Limited Partnership Agreement 2","/template/limited-partnership-agreement-2-D1009","https://templates.business-in-a-box.com/imgs/250px/1009.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":92,"keywords":96,"url":97},"MANAGEMENT AGREEMENT This Management Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Manager\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company is in the business of operating a [SPECIFY] (the \"Business\"); WHEREAS the Manager has knowledge and expertise in the area of establishing, developing, operating and managing [SPECIFY BUSINESS TYPE], as well as in the area of the management of enterprises carrying on activities similar to those of the Company; WHEREAS the Company considers that the Manager's expertise will enable the Company to successfully and profitably operate its Business; WHEREAS the Manager has represented to the Company that it shall, during the term of this Management Agreement, be primarily responsible for the performance of the services to be provided hereunder; WHEREAS the Company wishes to engage the Manager to manage the Business on the terms and conditions set out below, and the Manager is prepared to enter into the present Management Agreement with the Company. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. ENGAGEMENT 1.1 The Company hereby engages the Manager to provide expertise in the operation of the Business and such management services as may, from time to time, be requested by the Company. Such services shall be provided by the Manager and through such other agents and supervisors employed by the Manager as may be named by the Manager. 2. TERMS AND RENEWAL 2.1 The terms of the present Management Agreement shall run for [NUMBER] ([NUMBER]) months from the date of the opening for business of the Business, unless sooner terminated or subsequently continued in accordance with the terms and conditions of the present Management Agreement. 2.2 The Company may, at its option, renew the present Management Agreement for an additional period of [NUMBER] ([NUMBER]) months, provided that at the end of the initial term: 2.2.1 the Company has given the Manager written notice of such election to renew not less than [NUMBER] ([NUMBER]) months and not more than [NUMBER] ([NUMBER]) months prior to the expiry of the initial term; 2.2.2 the Company has satisfied all monetary obligations owed by it to the Manager, and has timely met such obligations throughout the term of the present Management Agreement; 2.2.3 the Company shall execute not less than [NUMBER] ([NUMBER]) months prior to renewal the Manager's then-current form of Management Agreement, which Agreement shall supersede in all respects the present Management Agreement, and the terms of which may differ from the terms of the present Management Agreement, including, without limitation, a revised Management Fee; and 2.2.4 the Company shall execute a general release, in a form prescribed by the Manager, of any and all claims against the Manager and its subsidiaries and affiliates, if any, and in respect of their respective officers, directors, agents and employees. 3. FEES AND PAYMENTS 3.1 The Company shall pay to the Manager during the terms of this Management Agreement a fee for its management services in an amount equal to [PERCENTAGE %] percent ([PERCENTAGE %]) of the Gross Sales at the Business (the \"Management Fee\"), which Management Fee shall be payable monthly in arrears. The term \"Gross Sales\" as used herein shall include the aggregate of the total amount of all sales, receipts, receivables, sales of merchandise made or services rendered in, at, on, or from the Business, and sales wherever made of food, beverage and products stored on the Business's premises, including catering on and off the Business's premises, or any other business conducted from the Business, whether made by the Company or any assignee, successor or sub-lessee, and whether made on a cash basis, or by check, or on credit, paid or unpaid, collected or uncollected, including deposits not refunded to customers, and the amount of any orders received at or solicited from the Business although such orders may be filled elsewhere, in the same manner and with the same effect as if such sales or services have been made or performed on the Business premises. Each charge or sale upon credit shall be treated as a sale for the full price in the week during which such charge or sale shall be made, irrespective of the time when the Company shall receive payment, either full or partial, therefor. Any installation fee, continuing rental, or percentage sales or any other revenue received by the Franchisee from vending and other machines and public telephone permitted to be installed on the Business's premises under Paragraph 5.6 hereof shall form part of Gross Sales. 3.4 The term \"Gross Sales\" as used herein shall not, however, include, or there shall be deducted therefrom, as the case may be the following amounts: the amount of all sales for which cash has been refunded, but only to the extent of such refund, provided that the amount of such sales shall have previously been included in Gross Sales; the amount of any gratuities to employees; the amount of any sales, retail, excise, or similar tax imposed by any federal, provincial, municipal or other governmental authority directly on sales or services and added to the price thereof, where such amounts have been collected from the customer at the point of sale by the Company acting as agent for such authority and actually in turn paid by the Company to such governmental authority; the amount of any promotional discounts approved by the Franchisor, including, without limitation, coupon redemptions and other sales of food pursuant to promotional programs which have been approved in writing by the Franchisor prior to implementation; meals served to employees of the Company and consumed on the Business's premises, provided an accurate list of such meals consumed is reported on the weekly report required by Paragraph 4.3 hereinabove. 3.5 The Manager shall be reimbursed for all travelling and other expenses actually and properly incurred by it in connection with its duties hereunder. The Manager shall furnish statements and vouchers to the Company in respect of all such expenses for which reimbursement is claimed. 3.6 All monthly payments required by this Article 3 must be paid by check drawn to the order of the Manager and received by the Manager at its address designated in sub-paragraph 9.1.1 hereof, by [HOUR] o'clock in the afternoon ([HOUR] a.m/p.m.) on the [DAY] immediately following the close of each monthly period, accompanied by a written report detailing the calculations of the Company's Gross Sales at the Business for each such monthly period. If any payment is overdue, the Company shall pay to the Manager, in addition to the overdue amount, interest on such amount from the date it was due until the date of payment, at the rate of [PERCENTAGE %] percent ([PERCENTAGE %]) per annum, and entitlement to such interest shall be in addition to any other remedies which the Manager may have. 4. AUTHORITY, POWER, OBLIGATIONS AND RESPONSIBILITIES OF THE MANAGER 4.1 The Manager shall have full power and authority to manage the Business on behalf of the Company during the terms of the present Management Agreement. 4.2 For greater certainty, the Manager's authority, powers, duties and responsibilities hereunder towards the Company shall include: 4.2.1 the recruitment, employment, and dismissal of all employees of the Company working in the Business; 4.2","Management Agreement","6",63,"https://templates.business-in-a-box.com/imgs/1000px/management-agreement-D163.png","https://templates.business-in-a-box.com/imgs/250px/163.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#163.xml",{"title":6,"description":6},[93],{"label":94,"url":95},"Consultant & Contractors","consulting-contractor-business","partnership agreement","/template/partnership-agreement-D163",{"description":99,"descriptionCustom":6,"label":100,"pages":101,"size":9,"extension":10,"preview":102,"thumb":103,"svgFrame":104,"seoMetadata":105,"parents":107,"keywords":106,"url":113},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":106,"description":6},"shareholders agreement",[108,110],{"label":18,"url":109},"business-legal-agreements",{"label":111,"url":112},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":115,"descriptionCustom":6,"label":116,"pages":117,"size":9,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":123,"keywords":122,"url":130},"BUY-SELL AGREEMENT This Buy-Sell Agreement (this \"Agreement\") is made and effective this [Date], BETWEEN: [COMPANY NAME], a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: Each of the Parties listed below (each a \"Shareholder\" and collectively, the \"Shareholders\"). The Shareholders desire to promote and protect their mutual interests and the interests of the Company. Therefore, the parties hereby agree as follows: ARTICLE I PARTIES AND PURPOSE PARTIES The Shareholders own all the outstanding shares (the \"Shares\") of the [COMPANY NAME] in the amount outlined below. At this time, each Shareholder's interest in the Company is as follows: __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % While this agreement is in effect, no Shareholder shall have any right to assign, encumber or dispose of his interest in the Company except as provided herein. PURPOSE The purpose of this Agreement is to protect the Corporation's management and control from persons not acceptable to all Shareholders. The other purpose is to provide a ready market in the event of the death, disability, or lifetime transfer of Shares by a Shareholder. To this end, the Shareholders have entered into this agreement to: Restrict the transfer or sale of the Shares by the Shareholders; Ensure any sale of the Shares is in the accordance with established procedures; Provide stability and continuity in the management of the Company; Maintain ownership or control of the Company ARTICLE II SALES TRANSFER RESTRICTION ON SHARES No Shareholder (or any party acting on behalf of a Shareholder) may sell or transfer its Shares, whether owned or subsequently acquired, except in accordance with the provisions of this Agreement or with the written consent of the Company and all other Shareholders. Any attempt to sell or transfer Shares (or an interest in Shares) that contravenes the terms of this agreement is null and void and is not binding on or recognized by the Company or the Shareholders. Definition of sale or transfer. The term \"sale or transfer\" includes any sale, pledge, encumbrance, gift, bequest, or other transfer of any Shares, whether or not the transfer would be made for value, or to another Shareholder, or voluntarily or involuntarily or by operation of law, or during his lifetime or upon his death Exception. A sale or transfer of a Shareholder's Shares to a trust that is wholly revocable by that Shareholder and for which that Shareholder is the sole trustee is not a prohibited sale or transfer. However, any subsequent attempted sale or transfer by the trustee of such trust shall be subject to all of the terms of this Agreement with the Shareholder (and not the trust) deemed as the Shareholder of such Shares. Legend on share certificates. Each share certificate whether presently owned or subsequently acquired, shall have the following statement conspicuously printed on its face: \"The transfer, sale, assignment of the Shares represented by this certificate is restricted by a Buy-Sell Agreement among all the Shareholders and the Corporation dated [SPECIFY]. A copy of the Buy-Sell Agreement is available for inspection during normal business hours at the principal office of the Corporation. All the terms and provisions of the Buy-Sell Agreement are incorporated by this reference and made a part of this certificate.\" ARTICLE III VOLUNTARY TRANSFER PERMITTED SALE OR TRANSFER DURING LIFETIME Any Shareholder wishing to sell or transfer its Shares must first notify each of the other Shareholders in writing. Such Shareholder (a \"Seller\") will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The notice must indicate the name of the party (the \"third party purchaser\") to whom the seller wishes to sell or transfer the offered Shares and the terms of the proposed sale or transfer. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of the notice to choose to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. During this 30-day period, the other Shareholders must collectively agree to purchase all or none of the Offered Shares. If the other Shareholders exercise their call option, they must acquire the Offering Shares on the same terms as those set out in the proposed notice of sale or transfer. These conditions will be supplemented, as necessary, by the payment conditions described in Article VI below. Notice of proposed sale. Any Shareholder wishing to sell his/her Shares shall provide a Notice of Proposed Sale. The notice must specify: the name and address of each proposed transferee; the number of Shares or the interest in Shares to be transferred; the price per Share; the terms of the proposed sale, assignment, or transfer. Permitted sale or transfer to third party purchaser. When the other Shareholders do not exercise their right to purchase all the Shares offered within the 30-day period, the seller may then conclude the sale or transfer to the third-party purchaser. However, the sale or transfer must be made on the same terms and conditions as those set out in the notice to other Shareholders. In addition, the third-party buyer must agree in writing to be bound by the terms of this contract before or at the time of the sale or transfer. If the sale or transfer to the third-party acquirer is not completed within sixty (60) days of the expiry of the other Shareholder's 30-day option period, then the authorization to sell or transfer under this agreement shall be deemed to have been withdrawn as if no sale or transfer had been considered and no notice given. ARTICLE IV INVOLUNTARY TRANSFER INVOLUNTARY LIFETIME SALE OR TRANSFER Any Shareholder who holds information that could reasonably be expected to result in an involuntary lifetime sale of his or her Shares and any person or entity that has acquired or may acquire an interest in such Shares must promptly notify each of the other Shareholders in writing. The notice must describe the nature and details of the involuntary lifetime sale and must indicate the name of the party (the \"third party transferee\"). The Shareholder will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The following events shall each constitute an \"Involuntary\" transfer event: the death of a Shareholder; the total mental or physical disability of a Shareholder; the termination of a Shareholder's employment with [COMPANY NAME]; and the bankruptcy or insolvency of a Shareholder. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of this notice to elect to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. If the other Shareholders exercise their option to purchase some or all of the offered Shares, they must then acquire these Shares at the purchase price and on the payment, terms described in Articles VI and VII below. Permitted sale or transfer to third party transferee. If the other Shareholders do not validly exercise their option to buy all of the Offered Shares within the 30-day period, then any remaining Offered Shares may be transferred to the third-party transferee. However, the transfer must be made on the same terms and conditions as those contained in the notice to the other Shareholders","Buy Sell Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/buy-sell-agreement-D12611.png","https://templates.business-in-a-box.com/imgs/250px/12611.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12611.xml",{"title":122,"description":6},"buy sell agreement",[124,127],{"label":125,"url":126},"Finance & Accounting","finance-accounting",{"label":128,"url":129},"Buy & Sell Shares","buy-sell-shares","/template/buy-sell-agreement-D12611",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":135,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":140,"keywords":143,"url":144},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[141,142],{"label":18,"url":109},{"label":18,"url":109},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":146,"descriptionCustom":6,"label":147,"pages":148,"size":9,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":159},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":153,"description":6},"non disclosure agreement nda",[155,156],{"label":18,"url":109},{"label":157,"url":158},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":161,"descriptionCustom":6,"label":162,"pages":86,"size":163,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":168,"keywords":170,"url":171},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[169],{"label":94,"url":95},"independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":174,"reviewer":185,"quick_facts":189,"at_a_glance":192,"personas":196,"variants":221,"glossary":250,"clauses":284,"how_to_fill":334,"common_mistakes":375,"faqs":400,"industries":428,"comparisons":453,"diy_vs_lawyer":468,"jurisdictions":481,"related_template_ids_curated":502,"schema":513,"classification":514},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178},"LLC Membership Agreement Template (Free Word)","Free LLC membership agreement template covering ownership percentages, capital contributions, voting rights, profit distributions, and member exit. Free Word and PDF download.","llc membership agreement template",[15,179,180,181,182,183,184],"llc membership agreement template word","llc member agreement free","llc ownership agreement template","multi-member llc agreement","llc membership agreement pdf","llc operating agreement free download",{"name":186,"credential":187,"reviewed_date":188},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":190,"legal_review_recommended":191,"signature_required":191},"advanced",true,{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"An LLC Membership Agreement is a legally binding document among the members of a limited liability company that governs ownership percentages, capital contributions, profit and loss allocations, voting rights, management structure, and procedures for admitting or removing members. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF to formalize your LLC's internal governance from day one.\n","Use it when forming a new multi-member LLC, adding a new member to an existing LLC, restructuring ownership percentages, or replacing an informal or incomplete operating agreement that no longer reflects how the business actually operates.\n","Member names and ownership percentages, capital contribution schedule, profit and loss allocation rules, voting thresholds and management authority, transfer and buyout restrictions, member exit and dissolution procedures, and governing law provisions.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Co-founders forming a new LLC","Documenting equity splits, roles, and contribution terms before launch","persona-startup-founder",{"title":202,"use_case":203,"icon_asset_id":204},"Small business owners adding a partner","Formalizing a new member's buy-in, ownership share, and voting rights","persona-small-business-owner",{"title":206,"use_case":207,"icon_asset_id":208},"Real estate investors using an LLC","Structuring profit distributions and decision authority among co-investors","persona-real-estate-investor",{"title":210,"use_case":211,"icon_asset_id":212},"Family business members","Defining roles, succession rules, and buyout terms for related-party LLCs","persona-family-business",{"title":214,"use_case":215,"icon_asset_id":216},"Attorneys and legal professionals","Providing clients with a vetted starting draft for multi-member LLCs","persona-attorney",{"title":218,"use_case":219,"icon_asset_id":220},"Private equity and venture investors","Establishing preferred return and distribution waterfall terms for fund vehicles","persona-investor",[222,226,230,234,238,242,246],{"situation":223,"recommended_template":224,"slug":225},"Single founder with no other members now but planning to add them later","Single-Member LLC Operating Agreement","llc-member-withrawal-agreement-D13273",{"situation":227,"recommended_template":228,"slug":229},"Two or more equal partners launching a new business together","Multi-Member LLC Membership Agreement","llc-membership-agreement-D14005",{"situation":231,"recommended_template":232,"slug":233},"LLC structured with a designated manager rather than member management","Manager-Managed LLC Operating Agreement","llc-operating-agreement-D5209",{"situation":235,"recommended_template":236,"slug":237},"Real estate holding LLC with passive investor members","Real Estate LLC Operating Agreement","real-estate-operating-agreement-D14043",{"situation":239,"recommended_template":240,"slug":241},"Members seeking to add buy-sell provisions tied to life or disability events","Buy-Sell Agreement","buy-sell-agreement-D12611",{"situation":243,"recommended_template":244,"slug":245},"LLC member departing and transferring their interest to a new party","LLC Membership Interest Transfer Agreement","llc-membership-interest-purchase-agreement-D5208",{"situation":247,"recommended_template":248,"slug":249},"Dissolving an LLC and winding up member distributions","LLC Dissolution Agreement","dissolution-of-subsidiary-agreement-D5191",[251,254,257,260,263,266,269,272,275,278,281],{"term":252,"definition":253},"Membership Interest","A member's ownership stake in an LLC, expressed as a percentage or number of units, which determines their share of profits, losses, and voting power.",{"term":255,"definition":256},"Capital Contribution","Cash, property, or services a member contribuves to the LLC in exchange for their membership interest.",{"term":258,"definition":259},"Operating Agreement","The foundational governance document for an LLC — sometimes called a membership agreement — that sets out the rights and obligations of all members.",{"term":261,"definition":262},"Profit and Loss Allocation","The formula that determines how each member's share of net income or net loss is calculated and attributed for tax and distribution purposes.",{"term":264,"definition":265},"Distributions","Cash or property paid out to LLC members from profits or capital, as distinct from salary or guaranteed payments.",{"term":267,"definition":268},"Voting Threshold","The percentage of member votes required to approve a specific decision — e.g., a simple majority (50%+1) for routine matters, a supermajority (66% or 75%) for major actions.",{"term":270,"definition":271},"Transfer Restriction","A clause limiting a member's ability to sell, gift, or pledge their membership interest to a third party without the consent of the other members.",{"term":273,"definition":274},"Right of First Refusal","A provision giving existing members the right to purchase a departing member's interest on the same terms offered by an outside buyer before the outside sale can proceed.",{"term":276,"definition":277},"Manager-Managed LLC","An LLC structure in which day-to-day authority is delegated to one or more designated managers rather than exercised collectively by all members.",{"term":279,"definition":280},"Guaranteed Payment","A fixed payment made to a member for services or capital, similar in function to a salary, that is deductible by the LLC and taxable to the member regardless of profit.",{"term":282,"definition":283},"Dissolution Event","A triggering event — such as unanimous member vote, a member's death, or a court order — that initiates the winding-up and termination of the LLC.",[285,290,295,300,304,309,314,319,324,329],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Parties, formation, and registered agent","Identifies all members by full legal name, records the LLC's formation state and date, and states the registered agent and principal place of business.","This LLC Membership Agreement is entered into as of [DATE] by and among [MEMBER 1 FULL NAME], [MEMBER 2 FULL NAME], and [MEMBER 3 FULL NAME] (collectively, 'Members') with respect to [LLC NAME], a limited liability company organized under the laws of [STATE], with its principal office at [ADDRESS].","Using a member's nickname or trade name instead of their legal name. Enforcement and tax reporting both require names that match government-issued ID and IRS records.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Membership interests and capital contributions","States each member's ownership percentage or unit count and the amount, type, and deadline for their initial capital contribution.","Member 1 holds [X]% of the Membership Interests in exchange for a capital contribution of $[AMOUNT] due no later than [DATE]. Member 2 holds [Y]% in exchange for $[AMOUNT] of services valued at $[AMOUNT].","Failing to specify the form and deadline for contributions. An undocumented service contribution has no agreed value and can create IRS taxable-income disputes for both the member and the LLC.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Profit and loss allocations","Defines how the LLC's annual net income and net loss are split among members — typically pro rata to membership interest, but can include special allocations.","Net profit and net loss of the LLC shall be allocated among the Members in proportion to their respective Membership Interests, unless otherwise unanimously agreed in writing.","Using allocations that differ from distribution percentages without a qualified tax professional reviewing the structure. Mismatched allocations trigger IRS scrutiny under the substantial economic effect rules.",{"name":264,"plain_english":301,"sample_language":302,"common_mistake":303},"Sets the timing, frequency, and discretion rules for distributing cash or property to members — including whether tax distributions are mandatory.","The LLC shall make distributions to Members at such times and in such amounts as determined by a [MAJORITY / SUPERMAJORITY] vote of the Members, provided that the LLC shall distribute to each Member an amount sufficient to cover that Member's estimated federal and state income tax liability attributable to LLC income (a 'Tax Distribution') within [30] days of each fiscal quarter end.","Omitting a mandatory tax distribution clause. Pass-through entities allocate taxable income to members whether or not cash is distributed; members can face tax bills with no corresponding cash payout.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Management authority and voting rights","Specifies whether the LLC is member-managed or manager-managed, identifies the initial manager(s) if applicable, and sets voting thresholds for routine and major decisions.","The LLC shall be [member-managed / manager-managed]. Routine business decisions require approval by Members holding a majority of Membership Interests. The following actions require approval by Members holding at least [X]% of Membership Interests: [MAJOR DECISIONS LIST].","Not listing specific major decisions requiring a supermajority. Without this list, any member can argue that selling company assets or taking on significant debt needs only a simple majority vote.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Transfer restrictions and right of first refusal","Prohibits members from transferring their interest without consent and gives existing members the right to purchase a transferring member's interest before it goes to a third party.","No Member may transfer, sell, assign, pledge, or encumber all or any portion of their Membership Interest without the prior written consent of Members holding at least [X]% of Membership Interests. Any proposed transfer shall first be offered to the remaining Members pro rata at the same price and terms offered by the proposed transferee.","Including a blanket transfer prohibition with no exception for transfers to a member's wholly-owned trust or family holding entity. This forces unnecessary consent rounds for routine estate-planning moves.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Member withdrawal and exit procedures","Defines whether voluntary withdrawal is permitted, the notice required, and how the departing member's interest is valued and purchased.","A Member may withdraw by providing [60] days' written notice to the LLC and the other Members. Upon withdrawal, the withdrawing Member's interest shall be purchased by the LLC at Fair Market Value as determined by a mutually agreed appraiser, with payment due within [90] days of valuation.","No valuation methodology for the buyout price. When members disagree on value and there is no agreed formula or appraisal process, exit disputes routinely end in litigation.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Deadlock resolution","Establishes a procedure for breaking gridlock when members holding equal votes cannot reach a decision — including mediation, buy-sell triggers, or designated tiebreaker authority.","If the Members are unable to reach a decision on a matter requiring approval after [30] days of good-faith negotiation, either Member may invoke the buy-sell procedure in Schedule [X], under which one Member offers to buy the other's interest at a stated price and the other Member must either sell at that price or buy the offeror's interest at the same price.","Leaving deadlock resolution out of a 50/50 LLC entirely. Equal-split LLCs with no deadlock clause are the single most common source of LLC litigation and court-ordered dissolution.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Dissolution and winding up","Lists the events that trigger dissolution, the order in which assets are distributed (creditors first, then members pro rata), and who manages the wind-up process.","The LLC shall dissolve upon: (a) unanimous written consent of all Members; (b) entry of a judicial dissolution order; or (c) the occurrence of any event that makes continuation unlawful. Upon dissolution, assets shall be applied first to LLC debts and obligations, then to Members in proportion to their positive capital account balances.","Not specifying the wind-up manager. When no one is designated, each member may act unilaterally, creating conflicting obligations to creditors and delaying the closing of the LLC's affairs.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Governing law and dispute resolution","States which state's LLC statutes govern the agreement and whether disputes are resolved by arbitration, mediation, or litigation in a specified forum.","This Agreement is governed by the laws of the State of [STATE], without regard to conflicts of law principles. Any dispute arising under this Agreement shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY, STATE], except that any party may seek injunctive relief in a court of competent jurisdiction.","Choosing a governing state with no connection to where the LLC operates or its members reside. Courts in the operating state may apply local LLC statutes regardless of the governing-law clause.",[335,340,345,350,355,360,365,370],{"step":336,"title":337,"description":338,"tip":339},1,"Confirm the LLC's legal name and formation details","Enter the LLC's full registered name exactly as it appears on the Articles of Organization, the state of formation, the formation date, and the registered agent's name and address.","Pull the information directly from your filed Articles of Organization — mismatches between the agreement and state records can complicate banking, contracts, and tax filings.",{"step":341,"title":342,"description":343,"tip":344},2,"List all members with their legal names and ownership percentages","Enter each member's full legal name (or entity name and state of formation for entity members), their membership interest percentage, and the nature of their capital contribution — cash, property, or services.","Ownership percentages must add up to exactly 100%. If you plan to reserve an equity pool for future members, establish it as a separate unissued interest at formation.",{"step":346,"title":347,"description":348,"tip":349},3,"Set the capital contribution amounts and deadlines","Specify the dollar amount (or fair market value for non-cash contributions), the form of contribution, and the date by which each member must fund their commitment.","For service contributions, get a written valuation at the time of agreement — the IRS may later challenge an undocumented service valuation and treat it as ordinary income to the contributing member.",{"step":351,"title":352,"description":353,"tip":354},4,"Define profit and loss allocations and distribution rules","Decide whether allocations and distributions follow ownership percentages or use a custom formula. If you use a custom formula, note that special allocations must satisfy the IRS substantial economic effect test — consult a tax professional.","Always include a mandatory tax distribution clause so members are not taxed on phantom income — profits allocated to them on paper but never paid out in cash.",{"step":356,"title":357,"description":358,"tip":359},5,"Select member-managed or manager-managed structure","Choose the management model and, if manager-managed, name the initial manager(s). Then list the specific decisions that require a supermajority vote — at minimum: admitting new members, selling substantially all assets, taking on debt over a threshold, and amending the agreement.","A defined list of major decisions is more useful than a vague 'extraordinary matters' standard. Courts enforce specific thresholds; they fill ambiguity with default statutory rules.",{"step":361,"title":362,"description":363,"tip":364},6,"Draft transfer restrictions and the right of first refusal","Set the consent threshold required for any transfer and document the right-of-first-refusal mechanics — offer price, response period (typically 30 days), and proration among remaining members.","Include a carve-out permitting transfers to a member's revocable living trust or wholly-owned holding entity without triggering the ROFR — this avoids friction on common estate-planning moves.",{"step":366,"title":367,"description":368,"tip":369},7,"Add a deadlock resolution mechanism for equal-split LLCs","If the LLC has two members with equal ownership, include a buy-sell or shotgun clause that allows either member to trigger a forced purchase at a stated price. This is the only reliable way to resolve a true 50/50 deadlock short of litigation.","The Texas-style 'shotgun' provision — one member names a price, the other must buy or sell at that price — creates strong incentives for both parties to propose a fair valuation.",{"step":371,"title":372,"description":373,"tip":374},8,"Sign before commencing operations or accepting contributions","All members must sign the agreement before the LLC begins operations or any capital is contributed. Backdating or signing after contributions have been made weakens the agreement's enforceability on capital-call and allocation provisions.","Use an e-signature platform that timestamps each signature and archives the fully-executed copy. Store a copy alongside the Articles of Organization in your LLC's permanent records.",[376,380,384,388,392,396],{"mistake":377,"why_it_matters":378,"fix":379},"Operating without any written membership agreement","State default LLC statutes — not your actual intentions — govern every dispute. Default rules in most states allocate profits equally per capita, not by contribution, and give each member equal voting power regardless of ownership percentage.","Execute a membership agreement before the LLC begins operations or accepts any capital contributions, even if the document is a simple one-page version that will be expanded later.",{"mistake":381,"why_it_matters":382,"fix":383},"Omitting a deadlock resolution clause in a 50/50 LLC","Equal-split LLCs with no tiebreaker mechanism are routinely dissolved by courts when members cannot agree — regardless of how valuable the business is or how much both parties want to continue operating.","Include a buy-sell or mediation-then-arbitration clause specifically triggered by deadlock. A well-drafted shotgun provision typically resolves gridlock without litigation because neither party wants to be caught with an unfair offer.",{"mistake":385,"why_it_matters":386,"fix":387},"No mandatory tax distribution provision","LLC income passes through to members' personal tax returns whether or not cash is distributed. Without a mandatory tax distribution, members can face five-figure tax bills on profits they never received.","Add a clause requiring the LLC to distribute to each member an amount equal to at least their estimated federal and state income tax liability on allocated LLC income, payable quarterly.",{"mistake":389,"why_it_matters":390,"fix":391},"Vague or absent valuation method for buyouts","When a member exits and there is no agreed valuation formula, the parties negotiate from incompatible starting positions — one using book value, the other using a revenue multiple. This is the primary driver of LLC dissolution litigation.","Specify the buyout valuation method in the agreement: either a formula (e.g., 4× trailing EBITDA), a designated appraiser selection process, or a fixed buy-sell price review schedule.",{"mistake":393,"why_it_matters":394,"fix":395},"Signing the agreement after capital contributions are already made","Provisions in a signed agreement that retroactively govern contributions already made may be unenforceable in common-law jurisdictions, particularly those covering allocation and distribution of funds already in the LLC's account.","Execute the membership agreement before any member transfers cash or property to the LLC. If contributions have already been made, treat them as loans or deposits until the agreement is signed, then convert them.",{"mistake":397,"why_it_matters":398,"fix":399},"Confusing membership interest percentages with distribution percentages","Some LLCs allocate profits differently from ownership percentages for legitimate business reasons, but doing so without coordinated tax advice creates IRS audit risk and member disputes.","Either align profit allocations with ownership percentages for simplicity, or engage a CPA experienced in partnership tax to document the substantial economic effect of any special allocations.",[401,404,407,410,413,416,419,422,425],{"question":402,"answer":403},"What is an LLC membership agreement?","An LLC membership agreement — also called an operating agreement — is a legally binding contract among the members of a limited liability company that governs ownership interests, capital contributions, voting rights, profit distributions, management authority, and exit procedures. It functions as the LLC's internal constitution, replacing state default rules with terms the members actually agreed to. Most states do not require one to be filed publicly, but operating without one exposes members to unpredictable default statutory rules.\n",{"question":405,"answer":406},"Is an LLC membership agreement legally required?","Most US states do not require a written LLC operating agreement to form an LLC, but several — including California, Delaware, Maine, Missouri, and New York — do require one. Even in states where it is not mandatory, virtually every business attorney recommends executing one before the LLC begins operations. Without a written agreement, state default rules govern disputes, often producing outcomes that differ sharply from what the members intended.\n",{"question":408,"answer":409},"What is the difference between an LLC membership agreement and articles of organization?","Articles of organization are the public formation document filed with the state to legally create the LLC — they contain minimal information such as the LLC name, registered agent, and management type. A membership agreement is a private contract among the members that governs the LLC's internal operations in full detail. Both are needed: the articles create the legal entity; the membership agreement governs how it actually runs.\n",{"question":411,"answer":412},"Can a single-member LLC use this agreement?","Single-member LLCs benefit from an operating agreement even without multiple parties, primarily to document the owner's capital account, confirm the LLC's separation from the owner's personal finances, and satisfy banking requirements. However, a single-member operating agreement is structurally simpler — it omits voting, deadlock, and transfer provisions. This multi-member membership agreement template is designed for LLCs with two or more members.\n",{"question":414,"answer":415},"How do I split ownership percentages in an LLC?","Ownership percentages should reflect each member's relative capital contribution, sweat equity, and risk allocation — there is no legally mandated formula. Equal splits (e.g., 50/50 or 33/33/34) are common but carry deadlock risk for two-member LLCs. Contribution-weighted splits are more common in capital-intensive businesses. Whatever percentages are chosen, document the rationale and the valuation basis for any non-cash contributions at the time of agreement.\n",{"question":417,"answer":418},"What happens if an LLC has no membership agreement and a member wants to leave?","Without a written agreement, the departing member's rights are governed entirely by state default LLC statutes, which vary significantly. In most states, a member cannot be forced out, their interest cannot be bought out at a mandated price, and there is no defined valuation mechanism. The result is typically a protracted negotiation or litigation. A written agreement with a defined exit and valuation procedure resolves this in days rather than months.\n",{"question":420,"answer":421},"Do all LLC members need to sign the membership agreement?","Yes. Every member whose name appears in the agreement must sign it for the document to be binding on all parties. New members added after the initial formation typically sign a joinder agreement — a short document confirming they have read and agree to be bound by the existing membership agreement — rather than requiring all original members to re-sign a new agreement.\n",{"question":423,"answer":424},"Can an LLC membership agreement be amended?","Yes, but amendment typically requires the approval threshold specified in the agreement — commonly a supermajority (66% or 75%) or unanimous consent for fundamental changes. The agreement should specify both the vote required to amend and the process (written notice, a stated period for review, and a signed written amendment). Oral amendments are generally not enforceable.\n",{"question":426,"answer":427},"Should I hire a lawyer to draft my LLC membership agreement?","For simple two-member LLCs with equal splits and straightforward operations, a high-quality template reviewed by the members is usually sufficient. Engage a lawyer when the LLC has three or more members with unequal economics, when the business involves significant assets or IP, when members are in different states or countries, when special tax allocations are planned, or when outside investors are involved. A 2–3 hour attorney review typically costs $400–$900 and is strongly recommended before any significant capital is contributed.\n",[429,433,437,441,445,449],{"industry":430,"icon_asset_id":431,"specifics":432},"Real estate investment","industry-real-estate","Distribution waterfall clauses prioritize preferred returns to passive investors before residual profits flow to the managing member, and transfer restrictions prevent co-investors from selling to unknown third parties mid-project.",{"industry":434,"icon_asset_id":435,"specifics":436},"Technology and SaaS","industry-saas","IP assignment provisions confirm that all software and technology developed by member-employees vests in the LLC, not the individual members, from day one.",{"industry":438,"icon_asset_id":439,"specifics":440},"Professional services","industry-professional-services","Licensing and credentialing conditions restrict membership to licensed professionals in states that prohibit non-professional ownership of licensed-service LLCs.",{"industry":442,"icon_asset_id":443,"specifics":444},"Food and beverage","industry-food-beverage","Operational authority clauses designate a managing member responsible for liquor licensing, health department compliance, and day-to-day vendor relationships without requiring full-member votes for routine decisions.",{"industry":446,"icon_asset_id":447,"specifics":448},"Construction and real estate development","industry-construction","Project-specific LLCs use the agreement to define each member's contribution (land, capital, or construction services), the timeline for contributions, and the distribution order upon project sale.",{"industry":450,"icon_asset_id":451,"specifics":452},"Family-owned businesses","industry-family-business","Succession and transfer provisions include family-only transfer carve-outs, buy-sell triggers tied to death or incapacity, and life-insurance-funded buyout mechanisms to keep ownership within the family.",[454,458,462,465],{"vs":455,"vs_template_id":456,"summary":457},"Partnership Agreement","partnership-agreement-D163","A partnership agreement governs a general or limited partnership — a business structure where at least one partner bears unlimited personal liability for business debts. An LLC membership agreement covers an LLC, where all members are shielded from personal liability by the LLC's corporate veil. The documents address similar governance questions but exist in different legal frameworks with different risk profiles for the parties.",{"vs":459,"vs_template_id":460,"summary":461},"Shareholder Agreement","shareholders-agreement-D14006","A shareholder agreement governs a corporation's equity holders, covering share classes, board composition, dividend policy, and drag-along rights. An LLC membership agreement covers the equivalent ground for LLC members, but uses membership interest units rather than shares, and the LLC structure offers more flexible tax treatment. Corporations suit companies planning a venture-backed funding path or IPO; LLCs suit businesses preferring pass-through taxation and simpler governance.",{"vs":240,"vs_template_id":463,"summary":464},"buy-sell-agreement-D13228","A buy-sell agreement is a standalone document that governs the transfer of ownership interests when a triggering event occurs — death, disability, divorce, or voluntary exit. An LLC membership agreement typically incorporates buy-sell provisions within the broader governance framework, but a standalone buy-sell agreement provides more detailed valuation mechanics and funding provisions (such as life insurance requirements). For LLCs with significant buyout risk, both documents are often used together.",{"vs":133,"vs_template_id":466,"summary":467},"joint-venture-agreement-D166","A joint venture agreement covers a collaboration between two or more existing entities for a specific project or purpose, often without forming a new legal entity. An LLC membership agreement governs an actual LLC entity with ongoing operations, full limited liability protection, and formal governance requirements. Joint ventures are typically time-limited and project-scoped; LLC membership agreements govern indefinite, general-purpose business operations.",{"use_template":469,"template_plus_review":473,"custom_drafted":477},{"best_for":470,"cost":471,"time":472},"Two-member LLCs with equal splits, straightforward cash contributions, and simple pass-through tax needs","Free","1–2 hours",{"best_for":474,"cost":475,"time":476},"LLCs with three or more members, unequal economics, special allocations, or significant contributed assets","$400–$900 (2–3 hour attorney review)","2–5 days",{"best_for":478,"cost":479,"time":480},"LLCs with outside investors, preferred return waterfalls, complex IP, multi-state or international members, or planned capital raises","$2,000–$8,000+","2–4 weeks",[482,487,492,497],{"code":483,"name":484,"flag_asset_id":485,"note":486},"us","United States","flag-us","LLC law is state-specific — Delaware, Wyoming, and Nevada are popular formation states for their flexible statutes, but the LLC's operating state may impose its own requirements regardless of where it was formed. California, New York, and a handful of other states require a written operating agreement by statute. Several states (including California and New York) require periodic public filings that may reference the agreement. Non-compete and IP assignment clauses in the agreement must comply with the governing state's employment and trade-secret laws.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"ca","Canada","flag-ca","Canada does not have a direct equivalent to a US LLC — the closest analogues are limited partnerships or corporations depending on the province. Some provinces allow a limited liability partnership (LLP) for professionals. US-style LLC agreements are sometimes used for Canadian subsidiaries of US LLCs, but Canadian counsel should review any such structure for compliance with provincial business corporation acts and CRA tax treatment of the LLC's income.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"uk","United Kingdom","flag-uk","The UK does not recognize the US LLC as a domestic entity form. The nearest equivalent is a Limited Liability Partnership (LLP), which requires an LLP Members' Agreement rather than a US-style LLC membership agreement. US LLCs operating in the UK may face HMRC classification issues — HMRC has historically treated certain US LLCs as opaque (corporation-equivalent) rather than transparent (partnership-equivalent), affecting how income is taxed for UK-resident members. UK counsel review is essential for any cross-border LLC structure.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"eu","European Union","flag-eu","EU member states each have their own equivalent to limited liability entities — the GmbH (Germany and Austria), SARL (France), SL (Spain), and Srl (Italy) are common examples. US LLCs are not recognized as domestic EU entities and face varied tax treatment across member states. GDPR compliance should be addressed in the agreement if the LLC processes personal data of EU residents. Cross-border EU members should ensure the agreement's governing law and dispute resolution clauses are enforceable in each relevant member state.",[456,503,241,504,505,506,507,508,509,510,511,512],"shareholders-agreement-D1016","joint-venture-agreement-D889","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","employment-agreement_at-will-employee-D541","articles-of-incorporation-D998","corporate-governance-policy-D13943","letter-of-intent_acquisition-of-business-D5197","business-plan-canvas-(one-page)-D12527","financial-projections_12-months-D360",{"emit_how_to":191,"emit_defined_term":191},{"primary_folder":109,"secondary_folder":515,"document_type":516,"industry":517,"business_stage":518,"tags":519,"confidence":525},"incorporation-and-bylaws","agreement","general","startup",[520,521,522,523,524],"incorporation","governance","equity","llc","membership-agreement",0.95,"\u003Ch2>What is an LLC Membership Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>LLC Membership Agreement\u003C/strong> — also called an operating agreement — is a legally binding contract among the members of a limited liability company that defines each member's ownership interest, capital contribution obligations, share of profits and losses, voting rights, management authority, and rights and procedures upon a member's exit or the LLC's dissolution. Unlike the Articles of Organization filed with the state, the membership agreement is a private document that governs the LLC's internal affairs in full operational detail. It replaces the default rules of the applicable state LLC statute with terms the members have actually negotiated and agreed to, and it serves as the primary reference document for resolving any future dispute among members about how the business is supposed to operate.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written LLC membership agreement, your LLC operates under whatever default rules your state legislature wrote — rules that almost certainly do not reflect how you and your co-members actually intend to run the business. In most states, those defaults allocate profits equally per capita regardless of capital contributed, give each member identical voting power regardless of ownership percentage, and provide no mechanism to force out a disruptive member or value a departing member's interest. The practical consequences are severe: a 70% owner can be outvoted on distributions by the two 15% members acting together, a member who contributed nothing can claim an equal share of profits, and a deadlocked two-member LLC with no tiebreaker provision faces court-ordered dissolution as the only available remedy. Banks and institutional investors routinely require a signed membership agreement before opening accounts or funding transactions. This template gives you a complete, attorney-reviewed starting point that closes every major governance gap — so your LLC operates on your terms from day one rather than the state's defaults.\u003C/p>\n",1781185999740]