[{"data":1,"prerenderedAt":518},["ShallowReactive",2],{"document-llc-multiple-members-operating-agreement-D12871":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":173,"customdescription":6,"mdFm":174,"mdProseHtml":517},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"MULTIPLE MEMBERS LLC OPERATING AGREEMENT This Multiple Members LLC Operating Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (\"LLC\"/\"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [MEMBER NAMES] (the \"Member/Members\"), members of a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Upon valuable consideration, the Persons referred to as \"Members\" hereby covenant and agree to be bound to the following as their LLC Operating Agreement. DEFINITIONS \"LLC\" means \"Limited Liability Company.\" \"LLC Units\" or \"Units\" means measures of ownership in the LLC. The capital structure of the LLC shall consist of Units all of the same class with equal rights for all purposes under this Operating Agreement. \"LLC Unit Percentage\" means, with respect to an LLC Member, the percentage derived from the following fraction: number of LLC Units held by such Member divided by the total number of LLC Units held by all Members (and, thereafter, multiplying said fraction by 100 to arrive at a percentage). \"State/Provincial Law\" means the laws of the State/Province of (______________________). \"Vote in interest of LLC Members\" means a vote of the LLC Members in which each LLC Member shall have one vote per LLC Unit possessed, for example, a Member possessing 150 LLC Units would have 150 votes in interest. \"Supermajority vote in interest of LLC Members\" means a vote of the LLC Members in which each LLC Member shall have one vote per LLC Unit possessed and the number of affirmative votes for any resolution before the Members shall be more than (________) % of the outstanding LLC Units. For example, if there are 1000 outstanding LLC Units, (________) affirmative votes are required to achieve a Supermajority vote in interest upon a resolution before the Members. GENERAL PROVISIONS Formation Articles of Organization either already have been filed with the appropriate state office or shall shortly be done so. The Members shall execute or cause to be executed all other instruments, certificates, notices and documents as may now or hereafter be required for the formation, valid existence, and, when appropriate, termination of the LLC as a Limited Liability Company under provincial/state laws. Company Name The name of the LLC is (_____________________) or such other name or names as may be selected by the Members from time to time, and its business shall be carried on in such name with such variations and changes as the Members deem prudent. Purpose of LLC The purpose of the LLC is to engage in any lawful act or activity for which a Limited Liability Company may be organized under provincial/state laws, including, but not limited to, making lots of money. Place of Business The business address of the LLC shall be determined by the Members. The LLC may from time to time have such other place or places of business, within or without the province/state, as the Members may decide. Registered Agent The registered agent of the LLC shall be determined by the Members, who shall also possess the power to remove or replace a currently serving LLC registered agent. Business Transaction of a Member with the Company A Member may lend money to, borrow money from, act as surety, guarantor or endorser for, guarantee or assume one or more obligations of, provide collateral for, and transact other business with the LLC, and, subject to applicable law, shall have the same rights and obligations with respect to any such matter as a Person who is not a Member. Company Property No real or other property of the LLC shall be deemed to be owned by any Member individually but shall be owned by and title shall be vested solely in the LLC. No Term to Existence The LLC's existence shall commence on the date of the filing of the Articles of Organization with the appropriate state office, and, thereafter, the LLC's existence shall be perpetual without term. Accounting Period The close of the LLC's year for financial statement and federal income tax purposes shall be as determined by the Members. MEMBERS Members The name, initial capital contribution, LLC Units and LLC Unit Percentage of the Members are set forth in the below table, which shall be amended from time to time to reflect the admission of new Members. MEMBER NAME INITIAL CONTRIBUTION LLC UNITS LLC UNIT % Admission of New Members New Members may be admitted to the LLC by an affirmative Supermajority vote in interest of LLC Members. No Liability of Members All debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC, and no Member shall be obligated personally for any such debt, obligation or liability of the LLC solely by reason of being a Member. This section does not prevent an LLC Member, should he or she so choose, from separately agreeing to guarantee or otherwise become liable for a debt which is also one of the LLC. Access to Books and Records of LLC Each LLC Member shall have the right to inspect the books and records of the LLC during normal business hours after the giving of reasonable notice of this intent to the LLC custodian of said documents and information; however, each Member gaining access to the books and records of the LLC shall hold this information confidential and only use LLC information for the furtherance of LLC business and interests or for making investment decisions regarding the Member's LLC interest. Upon withdrawal or departure as a Member of an LLC, a Member shall deliver all LLC books and records in his or her possession to the remaining LLC Members or Managers. Actions by the Members, Meetings, Quorum The LLC Members may take any action at a meeting in person, by proxy, or without a meeting by written resolution. Meetings of LLC Members may be conducted in person or by telephone conference. A voting proxy given by an LLC Member to another Person must be in writing. Voting Each LLC Member shall be entitled to vote upon all matters for which LLC Members have the right to vote. All LLC Member votes shall be tallied by interest under which each Member shall be entitled to one vote for each LLC Unit possessed (for example, a Member possessing 150 LLC Units shall be entitled to 150 votes upon any matter submitted to the LLC Members for a vote). Each vote per LLC Unit shall carry the same weight and have the same value, for voting purposes, as every other LLC Unit. Should state law create statutory situations where LLC Member votes are to be taken on a one vote per Member basis, votes per Member (as opposed to per LLC Unit interest) shall be limited to those specific circumstances under which state law requires such a vote. Unless another percentage is given elsewhere in this Operating Agreement or by state law, all LLC Member votes on any matter shall require an affirmative vote in interest by LLC Members of LLC Units in excess of 50% of the outstanding total to pass or approve the motion, resolution, or otherwise take action by the LLC Members. For example, if there are 1000 LLC Units outstanding, a vote of 501 LLC Units in favor of a resolution is required for its passage, unless the resolution involves a matter for which this Operating Agreement or state law requires a higher percentage. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if Members with the percentage of votes (per LLC Units) sufficient to approve the action pursuant to the terms of this Agreement resolve thereto in writing, and the writing or writings are filed with the LLC records of actions taken by Members",null,"LLC Multiple Members Operating Agreement","12",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/llc-multiple-members-operating-agreement-D12871.png","https://templates.business-in-a-box.com/imgs/250px/12871.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12871.xml",{"title":15,"description":6},"llc multiple members operating agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"LLC Multiple Members Operating Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12871.png",[24,17,20],{"label":25,"url":26},"Templates","/templates/",[28,29,30],{"label":25,"url":26},{"label":18,"url":19},{"label":31,"url":32},"Incorporation & Bylaws","/templates/incorporation-and-bylaws/",[34,38,42,46,50,54,58,62,66,70,74,78,82,98,113,127,143,158],{"label":35,"url":36,"thumb":37,"extension":10},"LLC Operating Agreement","/template/llc-operating-agreement-D5209","https://templates.business-in-a-box.com/imgs/250px/5209.png",{"label":39,"url":40,"thumb":41,"extension":10},"Operating Agreement","/template/operating-agreement-D12798","https://templates.business-in-a-box.com/imgs/250px/12798.png",{"label":43,"url":44,"thumb":45,"extension":10},"LLC Membership Agreement","/template/llc-membership-agreement-D14005","https://templates.business-in-a-box.com/imgs/250px/14005.png",{"label":47,"url":48,"thumb":49,"extension":10},"LLC Buyout Agreement","/template/llc-buyout-agreement-D13361","https://templates.business-in-a-box.com/imgs/250px/13361.png",{"label":51,"url":52,"thumb":53,"extension":10},"LLC Investment Agreement","/template/llc-investment-agreement-D12832","https://templates.business-in-a-box.com/imgs/250px/12832.png",{"label":55,"url":56,"thumb":57,"extension":10},"LLC Member Withrawal Agreement","/template/llc-member-withrawal-agreement-D13273","https://templates.business-in-a-box.com/imgs/250px/13273.png",{"label":59,"url":60,"thumb":61,"extension":10},"Real Estate Operating Agreement","/template/real-estate-operating-agreement-D14043","https://templates.business-in-a-box.com/imgs/250px/14043.png",{"label":63,"url":64,"thumb":65,"extension":10},"Non-Profit Operating Agreement","/template/non-profit-operating-agreement-D14021","https://templates.business-in-a-box.com/imgs/250px/14021.png",{"label":67,"url":68,"thumb":69,"extension":10},"S Corp Operating Agreement","/template/s-corp-operating-agreement-D12800","https://templates.business-in-a-box.com/imgs/250px/12800.png",{"label":71,"url":72,"thumb":73,"extension":10},"PLLC Operating Agreement","/template/pllc-operating-agreement-D12979","https://templates.business-in-a-box.com/imgs/250px/12979.png",{"label":75,"url":76,"thumb":77,"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":79,"url":80,"thumb":81,"extension":10},"Conflict Of Interest Policy For Board Members","/template/conflict-of-interest-policy-for-board-members-D13933","https://templates.business-in-a-box.com/imgs/250px/13933.png",{"description":83,"descriptionCustom":6,"label":84,"pages":85,"size":9,"extension":10,"preview":86,"thumb":87,"svgFrame":88,"seoMetadata":89,"parents":91,"keywords":90,"url":97},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), 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 PARTNER NAME] (the \"Second Partner\"), 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] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":90,"description":6},"partnership agreement",[92,94],{"label":18,"url":93},"business-legal-agreements",{"label":95,"url":96},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"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":112},"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. 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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},[123,124],{"label":18,"url":93},{"label":18,"url":93},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":128,"descriptionCustom":6,"label":129,"pages":85,"size":9,"extension":10,"preview":130,"thumb":131,"svgFrame":132,"seoMetadata":133,"parents":135,"keywords":134,"url":142},"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","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":134,"description":6},"buy sell agreement",[136,139],{"label":137,"url":138},"Finance & Accounting","finance-accounting",{"label":140,"url":141},"Buy & Sell Shares","buy-sell-shares","/template/buy-sell-agreement-D12611",{"description":144,"descriptionCustom":6,"label":145,"pages":146,"size":9,"extension":10,"preview":147,"thumb":148,"svgFrame":149,"seoMetadata":150,"parents":152,"keywords":151,"url":157},"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":151,"description":6},"non disclosure agreement nda",[153,154],{"label":18,"url":93},{"label":155,"url":156},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":159,"descriptionCustom":6,"label":160,"pages":161,"size":162,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":167,"keywords":171,"url":172},"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","6",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},[168],{"label":169,"url":170},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":175,"reviewer":187,"legal_disclaimer":191,"quick_facts":192,"at_a_glance":194,"personas":198,"variants":223,"glossary":250,"clauses":283,"how_to_fill":334,"common_mistakes":375,"faqs":400,"industries":428,"comparisons":445,"diy_vs_lawyer":459,"jurisdictions":472,"related_template_ids_curated":493,"schema":504,"classification":505},{"meta_title":176,"meta_description":177,"primary_keyword":178,"secondary_keywords":179},"LLC Multiple Members Operating Agreement Template | BIB","Free multi-member LLC operating agreement template covering ownership, voting rights, profit distributions, and member exit procedures.","multi-member llc operating agreement template",[180,181,182,183,184,185,186],"llc operating agreement multiple members","multi member llc operating agreement free","llc operating agreement template word","multiple member llc agreement","llc operating agreement template free download","small business llc operating agreement","llc partnership agreement template",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":193,"legal_review_recommended":191,"signature_required":191,"notarization_required":173},"advanced",{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"A Multi-Member LLC Operating Agreement is a legally binding contract among two or more owners (members) of a limited liability company that governs how the business is owned, managed, and operated. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF — covering ownership percentages, voting rights, profit distributions, member duties, and exit procedures in a single document.\n","Use it when forming a new LLC with two or more members, when bringing a new member into an existing LLC, or when your current operating agreement no longer reflects how the business actually runs. Many states require a written operating agreement as a condition of maintaining LLC status.\n","Member names and ownership percentages, capital contribution schedules, management structure (member-managed vs. manager-managed), voting thresholds, profit and loss allocations, distribution policies, transfer restrictions, buyout and buy-sell provisions, dissolution procedures, and governing law.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Co-founders forming an LLC","Defining ownership splits and decision-making authority before operations begin","persona-startup-founder",{"title":204,"use_case":205,"icon_asset_id":206},"Small business partners","Replacing a handshake arrangement with enforceable written terms","persona-small-business-owner",{"title":208,"use_case":209,"icon_asset_id":210},"Real estate investors","Structuring a multi-member LLC to hold and manage investment properties","persona-real-estate-investor",{"title":212,"use_case":213,"icon_asset_id":214},"Family business owners","Documenting ownership and succession terms among family members","persona-family-business",{"title":216,"use_case":217,"icon_asset_id":218},"Attorneys and business advisors","Providing clients with a customizable starting point for LLC formation","persona-legal-advisor",{"title":220,"use_case":221,"icon_asset_id":222},"Existing LLCs adding new members","Updating the operating agreement to reflect a new investor or partner joining","persona-operations-director",[224,228,232,236,239,243,247],{"situation":225,"recommended_template":226,"slug":227},"LLC with a single owner only","Single Member LLC Operating Agreement","llc-member-withrawal-agreement-D13273",{"situation":229,"recommended_template":230,"slug":231},"Members want a professional manager to run day-to-day operations","Manager-Managed LLC Operating Agreement","llc-operating-agreement-D5209",{"situation":233,"recommended_template":234,"slug":235},"LLC formed solely to hold real estate assets","Real Estate LLC Operating Agreement","real-estate-operating-agreement-D14043",{"situation":237,"recommended_template":238,"slug":231},"Two members with equal 50/50 ownership and voting","50/50 LLC Operating Agreement",{"situation":240,"recommended_template":241,"slug":242},"Partners prefer a general partnership structure without LLC liability shield","General Partnership Agreement","partnership-agreement-D12551",{"situation":244,"recommended_template":245,"slug":246},"Members want to convert the LLC to a corporation in the future","LLC to Corporation Conversion Agreement","conversion-agreement-D13173",{"situation":248,"recommended_template":75,"slug":249},"Adding a new investor member to an existing LLC","llc-membership-interest-purchase-agreement-D5208",[251,253,256,259,262,265,268,271,274,277,280],{"term":39,"definition":252},"A contract among LLC members that sets out the rules governing the LLC's ownership, management, and operations — the functional equivalent of corporate bylaws.",{"term":254,"definition":255},"Member","An owner of an LLC, identified by their membership interest percentage and the rights and obligations attached to that interest.",{"term":257,"definition":258},"Membership Interest","An owner's proportional share of the LLC, expressed as a percentage and typically tied to capital contributions and voting rights.",{"term":260,"definition":261},"Capital Contribution","Cash, property, or services a member contributes to the LLC in exchange for their membership interest.",{"term":263,"definition":264},"Distributions","Payments of LLC profits or capital to members, allocated according to membership interest percentages or a custom distribution schedule in the agreement.",{"term":266,"definition":267},"Member-Managed LLC","An LLC in which all members participate directly in day-to-day management and bind the company through their actions.",{"term":269,"definition":270},"Manager-Managed LLC","An LLC in which members appoint one or more managers — who may or may not be members — to handle operations and bind the company.",{"term":272,"definition":273},"Buy-Sell Agreement","A provision within the operating agreement that sets the price and process for transferring a member's interest when they die, become disabled, withdraw, or are forced out.",{"term":275,"definition":276},"Right of First Refusal","A clause requiring a departing member to offer their interest to existing members before selling to a third party.",{"term":278,"definition":279},"Dissolution","The formal winding down of the LLC, including liquidating assets, paying creditors, and distributing remaining proceeds to members.",{"term":281,"definition":282},"Unanimous Consent","A voting threshold requiring all members to agree before certain major decisions — such as admitting new members or amending the operating agreement — can be taken.",[284,289,294,299,304,309,314,319,324,329],{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Member identification and ownership percentages","Lists every member's full legal name, address, and exact ownership percentage, along with the initial capital each member contributes.","The Members of [LLC NAME] and their respective Membership Interests are: [MEMBER 1 NAME], [ADDRESS] — [X]%; [MEMBER 2 NAME], [ADDRESS] — [X]%. Initial capital contributions are set out in Exhibit A.","Listing ownership percentages that do not sum to 100%. Even a rounding error creates ambiguity that can void distribution calculations and trigger disputes at exit.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Capital contributions and additional funding","Specifies each member's initial contribution, whether additional contributions can be required, and what happens if a member fails to make a required contribution.","Each Member shall contribute the amount set forth in Exhibit A on or before [DATE]. No Member shall be required to make additional capital contributions without unanimous written consent. A Member who fails to contribute within [X] days shall be subject to [DILUTION / BUYOUT REMEDY].","Omitting a remedy for a member who fails to make a required additional contribution. Without one, the LLC may be underfunded with no clear enforcement mechanism.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Management structure and authority","Establishes whether the LLC is member-managed or manager-managed, identifies who can bind the LLC on contracts and bank accounts, and sets spending limits requiring member approval.","The LLC shall be member-managed. Each Member is authorized to act on behalf of the LLC in the ordinary course of business up to $[X]. Expenditures exceeding $[X] or contracts with a term exceeding [X] months require approval by Members holding at least [X]% of Membership Interests.","Leaving the management structure blank or defaulting to state law. Most state defaults make every member a full agent of the LLC, which means any one member can bind the company to contracts without the others' consent.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Voting rights and decision thresholds","Sets the default voting percentage for ordinary decisions, the higher thresholds for major decisions, and the list of actions requiring unanimous consent.","Ordinary decisions require approval of Members holding more than [50]% of Membership Interests. Major decisions — including admission of new Members, amendment of this Agreement, sale of substantially all LLC assets, or incurrence of debt exceeding $[X] — require approval of Members holding at least [X]% of Membership Interests. The following actions require unanimous written consent: [LIST].","Using a simple majority threshold for all decisions. A deadlock between two equal members with no tie-breaking mechanism or defined escalation path can paralyze the LLC.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Profit and loss allocation","States how net profits and losses are allocated among members for tax purposes — typically pro rata by membership interest unless a special allocation is agreed.","The LLC's net profits and net losses for each fiscal year shall be allocated among the Members in proportion to their respective Membership Interests, unless the Members unanimously agree to a different allocation in writing.","Confusing profit allocation with distributions. Allocation determines each member's taxable share of LLC income on their K-1; distributions are actual cash payments and may differ in timing and amount.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Distributions policy","Defines when and how cash is distributed to members — the frequency, priority (tax distributions first, then discretionary), and whether distributions require a vote.","The LLC shall make tax distributions to Members quarterly in an amount sufficient to cover each Member's estimated federal and state income tax liability on allocated income, assuming a combined rate of [X]%. Additional distributions shall be made at such times and in such amounts as determined by Members holding at least [X]% of Membership Interests.","No tax distribution clause. Members of a pass-through LLC owe income tax on their allocated share of LLC profits whether or not cash is actually distributed — leaving them with a tax bill and no cash to pay it.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Transfer restrictions and right of first refusal","Restricts a member from selling or transferring their interest to an outsider without first offering it to existing members at the same price and terms.","No Member may transfer all or any portion of their Membership Interest without the prior written consent of Members holding at least [X]% of Membership Interests. Prior to any proposed transfer, the transferring Member shall offer the Interest to the remaining Members pro rata at the proposed transfer price, with a [X]-day acceptance window.","Omitting transfer restrictions entirely and relying on state law defaults. Most states permit free transfer of economic rights; without a restriction, a departing member can sell their economic interest to a stranger.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Buy-sell and buyout provisions","Establishes the procedure and pricing mechanism for buying out a member who dies, becomes disabled, files for bankruptcy, or voluntarily withdraws — including who can trigger a buyout and how the purchase price is determined.","Upon the death, disability, bankruptcy, or voluntary withdrawal of a Member, the LLC shall have the right, exercisable within [X] days of the triggering event, to purchase such Member's Interest at the price determined by [AGREED FORMULA / INDEPENDENT APPRAISAL / BOOK VALUE]. Payment shall be made in [LUMP SUM / X EQUAL INSTALLMENTS].","No valuation methodology specified. When a buyout is triggered and members disagree on value, the absence of a formula leads to litigation that can cost more than the interest itself.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Dissolution and winding up","Sets out the events that trigger dissolution, the process for winding up operations, and the order in which assets are distributed — creditors first, then members pro rata.","The LLC shall dissolve upon: (a) unanimous written consent of all Members; (b) entry of a judicial dissolution order; or (c) any other event requiring dissolution under [STATE] law. Upon dissolution, the LLC's assets shall be applied in the following order: (1) creditors, (2) Members in respect of unpaid distributions, (3) Members in proportion to Membership Interests.","Triggering dissolution automatically on the death or withdrawal of one member without a continuation clause. This can force a wind-down even when the remaining members want to continue operating.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Governing law and dispute resolution","Specifies the state whose LLC law governs the agreement and sets the mechanism — arbitration, mediation, or litigation — for resolving disputes among members.","This Agreement shall be governed by the laws of the State of [STATE]. Any dispute arising under this Agreement shall be submitted to binding arbitration administered by [AAA / JAMS] in [CITY, STATE], except that either party may seek injunctive relief in a court of competent jurisdiction.","Choosing a governing state different from the state where the LLC is actually formed and operating. Courts may apply the law of the operating state regardless, creating a conflict that voids dispute-resolution clauses.",[335,340,345,350,355,360,365,370],{"step":336,"title":337,"description":338,"tip":339},1,"Enter the LLC's legal name, state of formation, and effective date","Use the exact name as registered with the secretary of state, including 'LLC' or 'L.L.C.' at the end. Confirm the state of formation matches the state where you filed Articles of Organization.","The effective date should be the date all members sign — not the date the LLC was formed — to avoid gaps in governance coverage.",{"step":341,"title":342,"description":343,"tip":344},2,"List all members with legal names, addresses, and ownership percentages","Use each member's full legal name as it appears on government-issued ID. Enter ownership percentages that sum precisely to 100% and document each member's initial capital contribution in Exhibit A.","If any member is contributing non-cash property or services, assign a dollar value and document the valuation basis — this matters for both tax purposes and buyout calculations later.",{"step":346,"title":347,"description":348,"tip":349},3,"Choose member-managed or manager-managed structure","Select member-managed if all owners will participate in daily operations. Select manager-managed if one member or a hired professional will run the business while other members are passive investors.","If the LLC has more than four members or any passive investors, manager-managed is typically cleaner — it prevents every member from inadvertently acting as the LLC's agent.",{"step":351,"title":352,"description":353,"tip":354},4,"Set voting thresholds for ordinary and major decisions","Define a simple majority (over 50%) for routine decisions and a supermajority (66–75%) or unanimous consent for major actions such as admitting new members, taking on debt, or selling assets.","For two-member LLCs with equal 50/50 ownership, include a deadlock-resolution clause — a mediation step, a coin-flip buy-sell, or a designated tiebreaker — to prevent the LLC from becoming ungovernable.",{"step":356,"title":357,"description":358,"tip":359},5,"Define profit allocation and distributions","Set profit and loss allocation pro rata by membership interest unless you have specific reasons for a special allocation. Add a mandatory tax distribution clause requiring quarterly cash distributions to cover each member's estimated tax liability.","Special allocations (non-pro-rata) must have 'substantial economic effect' under IRS rules or they will be disregarded and reallocated — consult a CPA before using them.",{"step":361,"title":362,"description":363,"tip":364},6,"Draft transfer restrictions and the right of first refusal","Require written consent of a defined majority before any member can transfer their interest. Set a specific acceptance window (30–60 days is standard) for remaining members to exercise their right of first refusal.","Distinguish between transferring economic rights (profit entitlement) and transferring voting/governance rights — some operating agreements allow economic transfers but not membership transfers.",{"step":366,"title":367,"description":368,"tip":369},7,"Complete the buy-sell and buyout provisions","Choose a valuation method — agreed formula, book value, or independent appraisal — and set the payment terms. Define the triggering events: death, disability, voluntary withdrawal, bankruptcy, and involuntary transfer.","A shotgun clause (either member can name a price; the other must buy or sell at that price) is a simple and effective deadlock-breaker for two-member LLCs.",{"step":371,"title":372,"description":373,"tip":374},8,"Sign before the LLC conducts any business","All members must sign before the LLC enters any contracts, opens bank accounts, or takes on obligations. Post-formation signatures without fresh consideration can leave early-period transactions ungoverned.","Keep one fully executed original per member plus a copy in the LLC's registered office records. Many states require the agreement to be kept at the principal place of business.",[376,380,384,388,392,396],{"mistake":377,"why_it_matters":378,"fix":379},"No deadlock resolution mechanism for equal-ownership LLCs","A 50/50 LLC with no tiebreaker can become completely paralyzed — unable to approve budgets, hire staff, or sign contracts — whenever the two members disagree.","Include a deadlock clause specifying a sequence of remedies: first mediation, then a buy-sell trigger or arbitration. Even a basic shotgun buy-sell provision resolves most deadlocks without litigation.",{"mistake":381,"why_it_matters":382,"fix":383},"Omitting a tax distribution requirement","LLC profits pass through to members' personal tax returns whether or not cash is distributed. A member with a 40% interest in a profitable LLC owes tax on 40% of profits even if the other member controls distributions and holds all the cash.","Add a mandatory quarterly tax distribution clause requiring the LLC to distribute at least enough cash to cover each member's estimated federal and state tax liability on their allocated share of LLC income.",{"mistake":385,"why_it_matters":386,"fix":387},"No valuation formula in the buy-sell provision","When a triggering event occurs — death, divorce, or a member demanding exit — and no valuation method is written in, the parties default to litigation to determine price. Legal fees routinely exceed the value of the interest at stake.","Specify a valuation method at signing: a fixed formula (e.g., 5× trailing EBITDA), a book value calculation, or a process for selecting an independent appraiser. Update it every two to three years as the business grows.",{"mistake":389,"why_it_matters":390,"fix":391},"Signing the operating agreement after the LLC has already operated","Transactions, debts, and tax elections made before the operating agreement was signed may not be covered by its terms, creating gaps that state default rules — often unfavorable — fill instead.","Execute the operating agreement on or before the date the LLC first conducts business. If the LLC has already been operating without one, document a retroactive effective date and have all members acknowledge the gap period explicitly.",{"mistake":393,"why_it_matters":394,"fix":395},"Using a single-member template for a multi-member LLC","Single-member agreements omit voting rights, deadlock procedures, transfer restrictions, and buy-sell provisions entirely — leaving multi-member disputes with no contractual framework.","Use a purpose-built multi-member template that includes all member governance provisions, and verify it covers the specific number of members and management structure of your LLC.",{"mistake":397,"why_it_matters":398,"fix":399},"Relying solely on state default rules by not drafting an agreement at all","State default LLC statutes rarely reflect what members actually want — many states require unanimous consent for any action, split profits equally regardless of contribution, or mandate dissolution on a member's death.","A written operating agreement supersedes state defaults in virtually every US jurisdiction. Even a basic agreement tailored to the members' actual intentions is significantly better than no agreement at all.",[401,404,407,410,413,416,419,422,425],{"question":402,"answer":403},"What is a multi-member LLC operating agreement?","A multi-member LLC operating agreement is a legally binding contract among two or more LLC owners that governs ownership percentages, management authority, voting rights, profit distributions, member transfers, and dissolution procedures. It functions as the LLC's internal constitution, replacing state default rules with terms the members have actually agreed to. Without one, disputes are resolved by state LLC statutes that rarely reflect the members' intentions.\n",{"question":405,"answer":406},"Is an LLC operating agreement required by law?","Requirements vary by state. California, New York, Maine, Missouri, and Delaware require LLCs to have a written operating agreement. Most other states strongly recommend one but do not mandate it. Regardless of state requirements, operating without an agreement means all disputes and governance gaps are resolved by your state's default LLC statute — which is almost always less favorable than a tailored agreement would be.\n",{"question":408,"answer":409},"What is the difference between a single-member and multi-member LLC operating agreement?","A single-member agreement focuses on the owner's management authority, tax treatment, and dissolution procedure. A multi-member agreement adds voting rights and thresholds, deadlock resolution, profit and loss allocation among members, transfer restrictions, right of first refusal, and buy-sell provisions — all of which are irrelevant when there is only one owner. Using a single-member template for a multi-member LLC leaves all of those governance issues unaddressed.\n",{"question":411,"answer":412},"How are profits split in a multi-member LLC?","By default, most state LLC statutes allocate profits pro rata by membership interest — a member with 40% ownership receives 40% of profits. The operating agreement can override this with a custom allocation, but non-pro-rata (special) allocations must meet IRS substantial economic effect rules to be respected for tax purposes. Distributions — the actual cash paid out — can be timed and structured differently from allocations, which is why both provisions need to be clearly written in the agreement.\n",{"question":414,"answer":415},"Can a member sell their interest in a multi-member LLC?","Without a written operating agreement, most states allow members to transfer their economic rights (entitlement to profits) freely but require consent of existing members to admit a transferee as a full voting member. A well-drafted operating agreement adds a right of first refusal requiring the departing member to offer their interest to existing members before any outside sale, protecting the remaining owners from having a stranger forced into the LLC.\n",{"question":417,"answer":418},"What happens to a multi-member LLC when one member dies?","Without specific language in the operating agreement, most states default to allowing the deceased member's economic interest to pass to their heirs but not granting those heirs voting rights. The operating agreement should explicitly address death as a buyout trigger, specify the valuation method, and state whether the LLC continues or requires a vote to continue. Life insurance funded buy-sell arrangements — where each member holds a policy on the other — are a common mechanism for funding the buyout.\n",{"question":420,"answer":421},"Does a multi-member LLC operating agreement need to be notarized?","Notarization is not required for an LLC operating agreement to be legally valid in any US state. All members simply need to sign the agreement. However, if any member is contributing real property to the LLC as a capital contribution, the deed transfer associated with that contribution will typically require notarization and recording in the county where the property is located.\n",{"question":423,"answer":424},"How do I handle a 50/50 deadlock in a two-member LLC?","A 50/50 deadlock is one of the most common and costly LLC disputes. The operating agreement should include a staged resolution process: first, a mandatory mediation period (typically 30–60 days); if that fails, a shotgun buy-sell clause where either member names a price and the other must buy or sell at that price. Some agreements designate a neutral third-party tiebreaker for operational decisions while reserving the buy-sell for fundamental disagreements. The key is to write the mechanism in before a dispute arises — courts are reluctant to impose one after the fact.\n",{"question":426,"answer":427},"Can we amend the operating agreement after the LLC is formed?","Yes — most operating agreements allow amendment by a specified vote threshold, typically a supermajority (66–75%) or unanimous written consent of all members. The agreement should state the amendment procedure explicitly. Informal changes — emails, verbal agreements, or side letters — generally do not amend a written operating agreement unless the agreement itself permits non-written modifications, which is rarely advisable.\n",[429,433,437,441],{"industry":430,"icon_asset_id":431,"specifics":432},"Real estate investment","industry-real-estate","Multi-member LLCs are the dominant vehicle for co-ownership of investment properties; the operating agreement must address property management authority, capital call obligations, refinancing consent thresholds, and forced-sale procedures on member exit.",{"industry":434,"icon_asset_id":435,"specifics":436},"Professional services","industry-professional-services","Law firms, accounting practices, and consulting groups use multi-member LLCs to share profits and governance; the agreement typically includes non-compete and non-solicitation clauses and addresses what happens when a member loses their professional license.",{"industry":438,"icon_asset_id":439,"specifics":440},"Technology / SaaS","industry-saas","Tech co-founders use multi-member LLCs before incorporating; the operating agreement must cover IP assignment to the entity, vesting schedules for membership interests, and conversion rights if the LLC later converts to a C-corporation for VC fundraising.",{"industry":442,"icon_asset_id":443,"specifics":444},"Food and beverage / restaurant","industry-food-beverage","Restaurant groups commonly use multi-member LLCs per location; key provisions address management authority (which member oversees operations), revenue distributions relative to capital invested, and procedures if a member wants to exit a single-location LLC within a larger group.",[446,449,452,456],{"vs":226,"vs_template_id":447,"summary":448},"llc-single-member-operating-agreement-D12870","A single-member agreement governs one owner's relationship with their LLC and focuses on management authority, tax treatment, and asset protection. A multi-member agreement adds voting rights, profit-sharing among owners, transfer restrictions, and buy-sell provisions — none of which apply when there is only one member. Using the wrong template creates governance gaps that courts fill with state defaults.",{"vs":241,"vs_template_id":450,"summary":451},"general-partnership-agreement-D12685","A general partnership agreement governs co-owners in a structure with no liability shield — each partner is personally liable for all partnership debts. A multi-member LLC operating agreement provides the same co-ownership governance but within an LLC structure where members' personal assets are generally protected from LLC liabilities. For most new multi-owner businesses, the LLC structure with an operating agreement is preferable to a general partnership.",{"vs":453,"vs_template_id":454,"summary":455},"Shareholder Agreement","shareholders-agreement-D12678","A shareholder agreement governs owners of a corporation (stock) rather than an LLC (membership interests). Corporations have mandatory governance structures — boards of directors, officer roles, annual meetings — that do not apply to LLCs. An LLC operating agreement is more flexible and simpler to administer for small multi-owner businesses that do not need the formal corporate structure required for institutional venture capital.",{"vs":115,"vs_template_id":457,"summary":458},"joint-venture-agreement-D12684","A joint venture agreement governs a temporary collaboration between two or more parties for a specific project, often without creating a new legal entity. A multi-member LLC operating agreement governs an ongoing legal entity with indefinite existence. Choose a joint venture agreement for a defined project with a fixed end date; choose an LLC operating agreement when the intention is to operate an ongoing business together.",{"use_template":460,"template_plus_review":464,"custom_drafted":468},{"best_for":461,"cost":462,"time":463},"Two- to four-member LLCs with straightforward equal or proportional ownership, domestic US formation, and no complex assets or IP","Free","1–2 hours",{"best_for":465,"cost":466,"time":467},"LLCs with unequal ownership, passive investors, real property contributions, or special allocation needs","$500–$1,500 for a one-hour attorney review and markup","3–7 days",{"best_for":469,"cost":470,"time":471},"LLCs with five or more members, complex capital structures, convertible interests, or members in multiple states or countries","$2,000–$6,000+","2–4 weeks",[473,478,483,488],{"code":474,"name":475,"flag_asset_id":476,"note":477},"us","United States","flag-us","California, New York, Maine, Missouri, and Delaware mandate written operating agreements. All other states strongly recommend one but do not legally require it. Multi-member LLCs are taxed as partnerships by default under the IRS check-the-box rules, requiring annual Form 1065 filing and K-1s to each member. Non-compete clauses within operating agreements are enforceable in most states but void in California.",{"code":479,"name":480,"flag_asset_id":481,"note":482},"ca","Canada","flag-ca","Canada does not use the LLC entity form — the functional equivalent is a limited partnership or a private corporation governed by a shareholders' agreement. Canadian businesses seeking similar multi-owner flexibility typically use a Limited Partnership Agreement or a unanimous shareholders' agreement under the relevant provincial Business Corporations Act. Quebec-based entities must ensure all governance documents comply with the Civil Code of Quebec.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"uk","United Kingdom","flag-uk","The UK does not recognize the US LLC form. The closest equivalents are a Limited Liability Partnership (LLP), governed by an LLP Agreement, or a private limited company (Ltd), governed by a shareholders' agreement and articles of association. LLPs are common for professional firms; private limited companies are standard for trading businesses. Neither structure uses an operating agreement in the US sense.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"eu","European Union","flag-eu","EU member states each have their own equivalent of a limited liability entity — Germany's GmbH, France's SARL, Spain's SL — all governed by articles of association and shareholder agreements rather than operating agreements. US LLCs doing business in the EU may face entity classification issues for local tax purposes; the OECD's BEPS framework and EU anti-tax-avoidance directives can affect how LLC distributions are treated in the member state where business is conducted.",[231,242,494,495,496,497,498,499,500,501,502,503],"shareholders-agreement-D1016","joint-venture-agreement-D889","buy-sell-agreement-D12611","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","business-plan-canvas-(one-page)-D12527","articles-of-incorporation-not-for-profit-organization-D999","employment-agreement_at-will-employee-D541","partnership-dissolution-agreement-D901","minutes-of-meeting-of-incorporators-D17",{"emit_how_to":191,"emit_defined_term":191},{"primary_folder":93,"secondary_folder":506,"document_type":507,"industry":508,"business_stage":509,"tags":510,"confidence":516},"incorporation-and-bylaws","agreement","general","startup",[511,512,513,514,515],"incorporation","ownership","governance","llc-operating-agreement","multi-member",0.95,"\u003Ch2>What is an LLC Multiple Members Operating Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>LLC Multiple Members Operating Agreement\u003C/strong> is a legally binding contract among two or more owners of a limited liability company that establishes how the business is owned, governed, and operated on an ongoing basis. It defines each member's ownership percentage, capital contribution obligations, voting rights, share of profits and losses, authority to act on behalf of the LLC, and the procedures that apply when a member wants to leave, is forced out, or dies. Unlike a corporation's mandatory governance documents, an LLC operating agreement is a private contract — meaning members can customize almost every term to match their actual business arrangement rather than accepting rigid state-law defaults.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating a multi-member LLC without a written operating agreement means every governance question — who can sign contracts, how profits are split, what happens when a member wants out — gets answered by your state's default LLC statute, which was written for a generic business, not yours. State defaults frequently require unanimous consent for all decisions, split profits equally regardless of how much each member contributed, and can force dissolution of the entire LLC on the death or bankruptcy of a single member. Beyond governance gaps, banks and investors routinely require a signed operating agreement before opening accounts or funding the business. A properly drafted agreement, signed before the LLC conducts its first transaction, protects every member's investment, prevents deadlocks from becoming litigation, and gives the business a clear operational framework that scales as the company grows.\u003C/p>\n",1778773490161]