[{"data":1,"prerenderedAt":535},["ShallowReactive",2],{"document-llc-operating-agreement-D5209":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":26,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":27,"breadcrumb":31,"related":37,"customDescModule":177,"customdescription":26,"mdFm":178,"mdProseHtml":534},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"LIMITED LIABILITY COMPANY OPERATING AGREEMENT This Limited Liability Company Operating Agreement is entered into as of the [DATE], BETWEEN: [INDIVIDUAL NAMES] (the \"Managing Members\"), 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] AND: [COMPANY NAME] (the \"Non-Managing Members\"), 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] The Managing Members and the Non-Managing Members are referred to herein collectively as the \"Members\". The Members have formed the Company by causing a Certificate of Formation (the \"Certificate\") conforming to the requirements of the [STATE] Revised Limited Liability Company Act (the \"Act\") to be filed in the Office of the Secretary of State for the State of [STATE]. NAME, PURPOSE AND PRINCIPAL OFFICE OF COMPANY Name The name of the Company is [COMPANY NAME], LLC. The affairs of the Company shall be conducted under such name or such other name as the Managing Members may, in their discretion, determine. [COMPANY NAME] hereby grants the Company the right, at no cost, to use the [SPECIFY] name for the term of the Company as set forth in Article [SPECIFY] hereof. Agreement In consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members executing this Agreement hereby agree to the terms and conditions of this Agreement, as it may be amended from time to time. It is the express intention of the Members that this Agreement shall be the sole statement of agreement among them, and, except to the extent a provision of this Agreement expressly incorporates matters by express reference, this Agreement shall govern even when inconsistent with or different from the provisions of the Act or any other provision of law. Purpose; Powers Purpose. The primary purpose of the Company is to act as the general partner of [COMPANY NAME] (the \"Fund\"). Powers. Subject to all of the terms and provisions hereof, the Company shall have all powers necessary, suitable or convenient for the accomplishment of the purpose of the Company, including, without limitation, the following: to purchase, sell, invest and trade in securities of every kind, including, without limitation, capital stock, limited partnership interests, bonds, notes, debentures, securities convertible into other securities, trust receipts and other obligations, instruments or evidences of indebtedness, as well as in rights, warrants and options to purchase securities; to make and perform all contracts and engage in all activities and transactions necessary or advisable to [SPECIFY] out the purposes of the Company, including, without limitation, the purchase, sale, transfer, pledge and exercise of all rights, privileges and incidents of ownership or possession with respect to any Company asset or liability; the borrowing or lending of money and the securing of payment of any Company obligation by hypothecation or pledge of, or grant of a security interest in, Company assets; and the guarantee of or becoming surety for the debts of others; and otherwise to have all the powers available to it as a limited liability company under the Act. Registered Office and Agent The initial address of the Company registered office in [STATE] is, and its initial agent at such address for service of process is Incorporating Services Limited. The Managing Members may change the registered office and agent for service of process as they from time to time may determine. Principal Office The principal office of the Company shall initially be located at [ADDRESS]. The Managing Members may change the location of the principal office of the Company at any time. Definitions Additional Members. This term shall have the meaning ascribed to it in Paragraph 3.2. Affiliate. With reference to any person, any other person controlling, controlled by or under direct or indirect common control with such person. Agreement. This Operating Agreement of [COMPANY NAME], a [STATE] limited liability company. Assignee. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Bankruptcy. A person or entity shall be deemed bankrupt if: any proceeding is commenced against such person or entity as debtor for any relief under bankruptcy or insolvency laws, or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions and such proceeding is not dismissed within [NUMBER] days after such proceeding has commenced, or such person or entity commences any proceeding for relief under bankruptcy or insolvency laws or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions. Book Value. This term shall have the meaning ascribed to it in Paragraph 6.2(a). Capital Account. This term shall have the meaning ascribed to it in Paragraph 6.2(b). Capital Commitment. This term shall have the meaning ascribed to it in Paragraph 5.1. Capital Contribution. This term shall have the meaning ascribed to it in Paragraph 5.1(b). [SPECIFY]. The Company [PERCENTAGE] carried interest in the income of the Fund. Certificate. The Certificate of Formation of [COMPANY NAME], a [STATE] limited liability company. Code. [SPECIFY YOUR COUNTRY INTERNAL REVENUE ACT/CODE/LAW], as amended from time to time (and any corresponding provisions of succeeding law). Defaulting Member. This term shall have the meaning ascribed to it in Paragraph 5.4(a). Fiscal Quarter. This term shall have the meaning ascribed to it in Paragraph 6.2(c). Fiscal Year. This term shall have the meaning ascribed to it in Paragraph 6.2(d). Management Fee. The management fee receivable by the Company from the Fund. Net Income or Net Loss. This term shall have the meaning ascribed to it in Paragraph 6.2(e). Percentage Interest. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Sale or Exchange. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Securities Act. [YOUR COUNTRY ACT/CODE/LAW] as amended from time to time. Securities. Securities of every kind and nature and rights and options with respect thereto, including stock, notes, bonds, debentures, evidences of indebtedness and other business interests of every type, including interests in partnerships, joint ventures, proprietorships and other business entities. TMP. This term shall have the meaning ascribed to it in Paragraph 13.16. Termination Date. This term shall have the meaning ascribed to it in Paragraph 2.1. Treasury Regulations. The Income Regulations promulgated under the Code, as such Regulations may be amended from time to time (including corresponding provisions of succeeding Regulations). TERM AND TERMINATION OF THE COMPANY Term The term of the Company shall continue until [NUMBER] year after the dissolution of the Fund unless sooner terminated as provided in Paragraph 2.2 or by operation of law or extended as provided in Paragraph 2.3. The last day of the term of the Company, as such may be extended as provided herein, is referred to herein as the \"Termination Date.\" Termination The Company shall terminate prior to the end of the period specified in Paragraph 2.1 at the election of the Managing Members. The Managing Members shall deliver notice of such termination to the Non-Managing Members. Extension of Term The term of the Company may be extended by the Managing Members. The Managing Members shall provide notice of any such extension to the Non-Managing Members. INITIAL MEMBERS; CHANGES IN MEMBERSHIP Name and Address The persons listed on Exhibit A are hereby admitted as Members of the Company",null,"LLC Operating Agreement","21",207,"doc","https://templates.business-in-a-box.com/imgs/1000px/llc-operating-agreement-D5209.png","https://templates.business-in-a-box.com/imgs/250px/5209.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5209.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Incorporation Agreements","/templates/incorporation-agreement/","llc operating agreement","LLC Operating Agreement Template","https://templates.business-in-a-box.com/imgs/400px/5209.png","https://templates.business-in-a-box.com/imgs/600px/5209.png","\u003Ch4>Sculpting Business Foundations with an Operating Agreement\u003C/h4>\n\u003Cp>In the dynamic landscape of business, the formation and operation of a company are critical phases that define its trajectory. An Operating Agreement is the bedrock of ensuring that a business’s foundational practices are established with clarity and mutual understanding among its members. This agreement offers a structured pathway for the company to navigate growth, change, and the complexities of corporate governance.\u003C/p>\n\u003Cp>An Operating Agreement serves as a protective framework, outlining the functional mechanisms under which a business will operate. It delineates not only the distribution of profits and losses but also codifies the roles and responsibilities of the members, the decision-making processes, and the protocols for resolving internal disputes. This contract is instrumental in solidifying the operational blueprint of the company; it’s about embedding operational harmony in a way that respects the vision of its founders while safeguarding the company’s structure and compliance.\u003C/p>\n\u003Ch5>What is an Operating Agreement Template?\u003C/h5>\n\u003Cp>An Operating Agreement template provides a foundational document that outlines the structural elements of a company’s internal operations. This includes provisions on membership, capital contributions, management, voting rights, and dissolution procedures, among others. By starting with a template, companies can ensure comprehensive coverage of all essential operational aspects while customizing the agreement to mirror the specifics of the company’s organization, establishing a clear, mutual understanding of the operational dynamics.\u003C/p>\n\u003Ch5>Key Elements of an Operating Agreement\u003C/h5>\n\u003Cp>An effective Operating Agreement should comprehensively address:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Members and Ownership\u003C/strong> - Clarification of the ownership structure and the rights and obligations of each member.\u003C/li>\n\u003Cli>\u003Cstrong>Capital Contributions\u003C/strong> - Details regarding initial investments and procedures for future contributions.\u003C/li>\n\u003Cli>\u003Cstrong>Profit and Loss Distribution\u003C/strong> - Terms defining how profits and losses are allocated among members.\u003C/li>\n\u003Cli>\u003Cstrong>Management and Voting\u003C/strong> - Outlines the governance structure and decision-making processes, including voting rights and responsibilities.\u003C/li>\n\u003Cli>\u003Cstrong>Member Changes\u003C/strong> - Provisions for adding or removing members, as well as handling the departure of a member.\u003C/li>\n\u003Cli>\u003Cstrong>Dissolution\u003C/strong> - Guidelines on how the company may be dissolved, should the situation arise.\u003C/li>\n\u003C/ul>\n\u003Ch5>Related Documents for Drafting an Operating Agreement\u003C/h5>\n\u003Cp>To reinforce the effectiveness of an Operating Agreement, consider incorporating related documents:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/standard-operating-procedures-D12673/\">Standard Operating Procedures Manual\u003C/a>\u003C/strong> - A unified reference compiling cross-departmental procedures for streamlined business operations.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/shareholders-resolution-D88/\">Shareholders Resolution\u003C/a>\u003C/strong> - Pre-formatted resolution for documenting important decisions made by the company's members.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/buy-sell-agreement-D12611/\">Buy-Sell Agreement\u003C/a>\u003C/strong> - Outlines the procedure in the event a member wishes to sell their interest or if membership interests must change hands.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/operating-budget-D13027/\">Operating Budget\u003C/a>\u003C/strong> - Keeps track of operating budget and expenses.\u003C/li>\n\u003C/ul>\n\u003Ch5>Why Use Business in a Box to Create an Operating Agreement?\u003C/h5>\n\u003Cp>Employing Business in a Box to draft your Operating Agreement offers:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Professionally Designed Templates\u003C/strong> - Ensures your agreement is precise, current, and compliant with relevant laws.\u003C/li>\n\u003Cli>\u003Cstrong>Customizability\u003C/strong> - Enables modifications to suit the unique operational structure of the company.\u003C/li>\n\u003Cli>\u003Cstrong>Efficiency\u003C/strong> - Accelerates the document preparation process, facilitating prompt finalization and adoption.\u003C/li>\n\u003Cli>\u003Cstrong>Comprehensive Toolkit\u003C/strong> - Provides additional resources supporting a wide range of business needs, from legal to financial management.\u003C/li>\n\u003C/ul>\n\u003Cp>Utilizing Business in a Box for your Operating Agreement lays out a professional and meticulous foundation for delineating the operations of a business. It is an essential document that ensures clear direction and consensus among members, thereby reinforcing the company's resilience against internal conflicts and facilitating a strategic approach to corporate governance and evolution.\u003C/p>\n\u003Cp>Updated in April 2024\u003C/p>\n",[28,16,19],{"label":29,"url":30},"Templates","/templates/",[32,33,34],{"label":29,"url":30},{"label":17,"url":18},{"label":35,"url":36},"Incorporation & Bylaws","/templates/incorporation-and-bylaws/",[38,42,46,50,54,58,62,66,70,74,78,82,86,103,117,131,146,161],{"label":39,"url":40,"thumb":41,"extension":10},"LLC Multiple Members Operating Agreement","/template/llc-multiple-members-operating-agreement-D12871","https://templates.business-in-a-box.com/imgs/250px/12871.png",{"label":43,"url":44,"thumb":45,"extension":10},"Operating Agreement","/template/operating-agreement-D12798","https://templates.business-in-a-box.com/imgs/250px/12798.png",{"label":47,"url":48,"thumb":49,"extension":10},"LLC Membership Agreement","/template/llc-membership-agreement-D14005","https://templates.business-in-a-box.com/imgs/250px/14005.png",{"label":51,"url":52,"thumb":53,"extension":10},"LLC Buyout Agreement","/template/llc-buyout-agreement-D13361","https://templates.business-in-a-box.com/imgs/250px/13361.png",{"label":55,"url":56,"thumb":57,"extension":10},"LLC Investment Agreement","/template/llc-investment-agreement-D12832","https://templates.business-in-a-box.com/imgs/250px/12832.png",{"label":59,"url":60,"thumb":61,"extension":10},"LLC Member Withrawal Agreement","/template/llc-member-withrawal-agreement-D13273","https://templates.business-in-a-box.com/imgs/250px/13273.png",{"label":63,"url":64,"thumb":65,"extension":10},"Real Estate Operating Agreement","/template/real-estate-operating-agreement-D14043","https://templates.business-in-a-box.com/imgs/250px/14043.png",{"label":67,"url":68,"thumb":69,"extension":10},"Non-Profit Operating Agreement","/template/non-profit-operating-agreement-D14021","https://templates.business-in-a-box.com/imgs/250px/14021.png",{"label":71,"url":72,"thumb":73,"extension":10},"S Corp Operating Agreement","/template/s-corp-operating-agreement-D12800","https://templates.business-in-a-box.com/imgs/250px/12800.png",{"label":75,"url":76,"thumb":77,"extension":10},"PLLC Operating Agreement","/template/pllc-operating-agreement-D12979","https://templates.business-in-a-box.com/imgs/250px/12979.png",{"label":79,"url":80,"thumb":81,"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":83,"url":84,"thumb":85,"extension":10},"Equipment Operating Lease","/template/equipment-operating-lease-D1145","https://templates.business-in-a-box.com/imgs/250px/1145.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":96,"keywords":95,"url":102},"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",513,"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":95,"description":6},"partnership agreement",[97,99],{"label":17,"url":98},"business-legal-agreements",{"label":100,"url":101},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":90,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":112,"keywords":111,"url":116},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":111,"description":6},"shareholders agreement",[113,114],{"label":17,"url":98},{"label":20,"url":115},"incorporation-agreement","/template/shareholders-agreement-D1016",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":129,"url":130},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[127,128],{"label":17,"url":98},{"label":17,"url":98},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":90,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":140,"keywords":139,"url":145},"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":139,"description":6},"non disclosure agreement nda",[141,142],{"label":17,"url":98},{"label":143,"url":144},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":147,"descriptionCustom":6,"label":148,"pages":149,"size":150,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":155,"keywords":159,"url":160},"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},[156],{"label":157,"url":158},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":162,"descriptionCustom":6,"label":163,"pages":89,"size":90,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":169,"keywords":168,"url":176},"BUYOUT AGREEMENT This Buyout 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 individuals 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 _________________ % 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 others 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 Buyout Agreement among all the Shareholders and the Corporation dated [SPECIFY]. A copy of the Buyout Agreement is available for inspection during normal business hours at the principal office of the Corporation. All the terms and provisions of the Buyout 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. Further, the third-party transferee must agree in writing to be bound by the terms of this Agreement before or at the time of the transfer","Buyout Agreement","https://templates.business-in-a-box.com/imgs/1000px/buyout-agreement-D12612.png","https://templates.business-in-a-box.com/imgs/250px/12612.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12612.xml",{"title":168,"description":6},"buyout agreement",[170,173],{"label":171,"url":172},"Finance & Accounting","finance-accounting",{"label":174,"url":175},"Buy & Sell Shares","buy-sell-shares","/template/buyout-agreement-D12612",true,{"seo":179,"reviewer":192,"legal_disclaimer":177,"quick_facts":196,"at_a_glance":199,"personas":203,"variants":228,"glossary":253,"clauses":290,"how_to_fill":340,"common_mistakes":381,"faqs":406,"industries":434,"comparisons":459,"diy_vs_lawyer":474,"jurisdictions":487,"related_template_ids_curated":508,"schema":521,"classification":522},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183},"LLC Operating Agreement Template (Free Word)","Free LLC operating agreement template covering member roles, profit sharing, voting rights, and dissolution. Used in 190+ countries. Free Word and PDF download.","llc operating agreement template",[184,185,186,187,188,189,190,191],"llc operating agreement template free","llc operating agreement template word","operating agreement for llc","single member llc operating agreement","multi member llc operating agreement","llc operating agreement pdf","llc operating agreement sample","operating agreement template free download",{"name":193,"credential":194,"reviewed_date":195},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":197,"legal_review_recommended":177,"signature_required":177,"notarization_required":198},"advanced",false,{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"An LLC Operating Agreement is a legally binding internal governance document that establishes how a limited liability company is owned, managed, and operated. This free Word download covers membership interests, capital contributions, profit and loss allocation, voting rights, management structure, and dissolution procedures in a single customizable document you can edit online and export as PDF.\n","Use it when forming a new LLC, admitting a new member, restructuring ownership percentages, or replacing an informal or outdated agreement that no longer reflects how the business actually operates.\n","Company formation details, member capital contributions and ownership percentages, profit and loss allocations, member voting rights and decision thresholds, management structure (member-managed vs. manager-managed), transfer restrictions on membership interests, and dissolution and winding-up procedures.\n",[204,208,212,216,220,224],{"title":205,"use_case":206,"icon_asset_id":207},"First-time LLC founders","Establishing governance rules before the LLC's first operating year","persona-startup-founder",{"title":209,"use_case":210,"icon_asset_id":211},"Multi-member business partners","Documenting ownership splits, voting rights, and profit distributions before disputes arise","persona-small-business-owner",{"title":213,"use_case":214,"icon_asset_id":215},"Solo entrepreneurs","Satisfying state filing requirements and preserving liability protection with a single-member agreement","persona-freelancer",{"title":217,"use_case":218,"icon_asset_id":219},"Real estate investors","Structuring an LLC holding property with clearly defined member roles and exit rights","persona-real-estate-investor",{"title":221,"use_case":222,"icon_asset_id":223},"Attorney or registered agent","Providing a compliant starting document for client LLC formations across multiple states","persona-legal-professional",{"title":225,"use_case":226,"icon_asset_id":227},"Existing LLC owners","Amending or replacing an outdated agreement after a member change or capital restructuring","persona-operations-director",[229,233,237,240,244,247,250],{"situation":230,"recommended_template":231,"slug":232},"One owner with no partners or investors","Single-Member LLC Operating Agreement","llc-member-withrawal-agreement-D13273",{"situation":234,"recommended_template":235,"slug":236},"Two or more founders splitting ownership","Multi-Member LLC Operating Agreement","llc-operating-agreement-D5209",{"situation":238,"recommended_template":239,"slug":236},"LLC managed by a hired manager rather than its members","Manager-Managed LLC Operating Agreement",{"situation":241,"recommended_template":242,"slug":243},"LLC holding real estate with multiple passive investors","Real Estate LLC Operating Agreement","real-estate-operating-agreement-D14043",{"situation":245,"recommended_template":246,"slug":236},"Series LLC with multiple protected cells or subsidiaries","Series LLC Operating Agreement",{"situation":248,"recommended_template":249,"slug":236},"LLC with outside investors receiving preferred returns","LLC Operating Agreement with Preferred Units",{"situation":251,"recommended_template":252,"slug":236},"Existing LLC adding or removing a member mid-operation","LLC Operating Agreement Amendment",[254,257,260,263,266,269,272,275,278,281,284,287],{"term":255,"definition":256},"Limited Liability Company (LLC)","A US business structure that combines the liability protection of a corporation with the pass-through taxation and flexibility of a partnership.",{"term":258,"definition":259},"Member","An owner of an LLC who holds a membership interest — analogous to a shareholder in a corporation.",{"term":261,"definition":262},"Membership Interest","An owner's percentage stake in the LLC, which determines their share of profits, losses, and voting power unless the agreement states otherwise.",{"term":264,"definition":265},"Capital Contribution","Cash, property, or services a member contributes to the LLC in exchange for their membership interest.",{"term":267,"definition":268},"Distributions","Payments of LLC profits to members, typically made in proportion to membership interest unless the operating agreement specifies a different allocation.",{"term":270,"definition":271},"Manager-Managed LLC","An LLC governance structure in which a designated manager — who may or may not be a member — handles day-to-day operations and has authority to bind the LLC.",{"term":273,"definition":274},"Member-Managed LLC","An LLC governance structure in which all members have equal authority to act on behalf of the company, unless the agreement restricts that authority.",{"term":276,"definition":277},"Charging Order","A court remedy that entitles a creditor of an individual member to receive distributions from the LLC without gaining membership voting rights.",{"term":279,"definition":280},"Right of First Refusal","A clause giving existing members the first opportunity to purchase a departing member's interest before it can be sold to an outside party.",{"term":282,"definition":283},"Disregarded Entity","IRS classification for a single-member LLC where the owner reports business income directly on their personal tax return, as if the LLC does not exist for federal tax purposes.",{"term":285,"definition":286},"Pass-Through Taxation","A tax treatment in which LLC income is reported on members' personal returns rather than at the entity level, avoiding corporate double taxation.",{"term":288,"definition":289},"Dissolution","The formal process of winding up an LLC's affairs, paying creditors, distributing remaining assets to members, and filing dissolution documents with the state.",[291,296,301,306,310,315,320,325,330,335],{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Formation and company information","Identifies the LLC's legal name, principal office, state of formation, registered agent, and the effective date of the agreement.","[LLC NAME], a limited liability company organized under the laws of the State of [STATE], was formed on [FORMATION DATE]. The principal office is located at [ADDRESS]. The registered agent is [AGENT NAME] at [REGISTERED AGENT ADDRESS].","Using a trade name instead of the exact legal name on the state formation documents — any mismatch creates a gap between the operating agreement and the public record.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Members and capital contributions","Lists each member, their initial capital contribution (cash, property, or services), and the membership interest percentage they receive in exchange.","The initial Members, their Capital Contributions, and their respective Membership Interests are as follows: [MEMBER NAME], $[AMOUNT] cash contribution, [X]% interest; [MEMBER NAME], $[AMOUNT] cash contribution, [Y]% interest.","Attributing membership interest percentages that don't add up to exactly 100% — courts have voided distributions and voting results on this basis.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Profit and loss allocations","States how net profits, net losses, and tax items are allocated among members — typically pro rata to membership interest, but the agreement can specify a different formula.","Net Profits and Net Losses of the Company shall be allocated among the Members in proportion to their respective Membership Interests, unless the Members unanimously agree in writing to a different allocation for a given fiscal year.","Agreeing verbally to a non-pro-rata profit split without documenting it in the agreement — the undocumented arrangement is unenforceable and creates IRS scrutiny.",{"name":267,"plain_english":307,"sample_language":308,"common_mistake":309},"Defines when and how cash is distributed to members, any minimum tax distributions, and the order of priority if the LLC has members with different classes of interest.","Distributions shall be made at such times and in such amounts as the [Members / Manager] determine, no less than [QUARTERLY / ANNUALLY]. Each distribution shall be made to the Members in proportion to their Membership Interests. The Company shall make tax distributions sufficient to cover each Member's estimated federal and state income tax liability on allocated income at a rate of [X]%.","Omitting a minimum tax distribution clause for pass-through entities — members who receive allocated income but no cash distribution face a personal tax bill with no funds to pay it.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Management structure and authority","Declares whether the LLC is member-managed or manager-managed, identifies who has authority to bind the LLC in contracts, and sets spending or commitment thresholds requiring member approval.","The Company shall be [Member-Managed / Manager-Managed]. The [Members / Manager] shall have authority to execute contracts on behalf of the Company up to $[THRESHOLD] without prior approval. Transactions exceeding $[THRESHOLD] require approval by Members holding at least [X]% of Membership Interests.","Selecting manager-managed without specifying who the manager is and how they are appointed or removed — leaving the company with no clear authority to act.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Voting rights and decision thresholds","Sets the voting weight each member holds, the quorum required for a valid vote, and the approval percentages needed for routine decisions versus major actions.","Each Member shall have voting rights proportionate to their Membership Interest. Routine decisions require approval of Members holding a majority (>50%) of Membership Interests. Major decisions — including admission of new members, sale of substantially all assets, or amendment of this Agreement — require approval of Members holding at least [X]% of Membership Interests.","Using simple majority voting for all decisions, including sale of the company or admission of new members — a 51% member can unilaterally override a 49% minority on decisions that should require consensus.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Transfer restrictions and right of first refusal","Restricts members from selling or assigning their interest without triggering a right of first refusal for remaining members, and defines the process for valuing and purchasing the departing member's interest.","No Member may Transfer all or any portion of their Membership Interest without first offering it to the remaining Members pro rata at the same price and on the same terms as the proposed Transfer. Remaining Members shall have [30] days to exercise their right. If not exercised, the Member may complete the Transfer only to a Permitted Transferee approved in writing by the remaining Members.","No transfer restriction at all — without one, a member can sell their interest to an unknown third party, potentially bringing in a business partner the remaining members never agreed to.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Member withdrawal, buyout, and buy-sell provisions","Addresses what happens when a member wants to leave voluntarily, is removed for cause, becomes incapacitated, or dies — including how the departing interest is valued and funded.","Upon a Member's death, disability, bankruptcy, or voluntary withdrawal, the remaining Members shall have the option to purchase the departing Member's Interest at Fair Market Value, determined by [METHOD: mutual agreement / independent appraisal within 30 days]. The purchase price shall be paid over [X] months at [X]% interest.","No buyout mechanism at all — if a member dies or becomes incapacitated with no buy-sell provision, their heirs inherit the interest and the surviving members have no clear path to continue operating.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Indemnification and liability limitation","Protects members and managers from personal liability for good-faith decisions made on behalf of the LLC, and commits the company to covering legal costs in those situations.","The Company shall indemnify and hold harmless each Member and Manager from and against any claims, liabilities, or expenses arising from actions taken on behalf of the Company in good faith and in a manner reasonably believed to be in the Company's best interest, except in cases of fraud, gross negligence, or willful misconduct.","Omitting the carve-outs for fraud and gross negligence — a blanket indemnification clause may not be enforceable and exposes the LLC to unlimited liability for a bad actor's decisions.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Dissolution and winding up","Specifies the events that trigger dissolution (unanimous vote, expiration of a stated term, or a judicial order), the process for winding up affairs, and the priority order for distributing remaining assets.","The Company shall be dissolved upon: (a) written consent of Members holding at least [X]% of Membership Interests; (b) entry of a judicial dissolution order; or (c) any event making it unlawful for the Company to continue. Upon dissolution, the Company'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.","No stated dissolution trigger other than unanimous consent — in a deadlocked two-member LLC, neither member can force dissolution and the business is effectively frozen.",[341,346,351,356,361,366,371,376],{"step":342,"title":343,"description":344,"tip":345},1,"Enter the LLC's legal name and formation details","Use the exact legal name from your state formation documents — Articles of Organization or Certificate of Formation. Include the state of organization, principal office address, and registered agent name and address.","Confirm the registered agent's address is a physical street address, not a PO Box — most states reject PO Boxes for registered agent service.",{"step":347,"title":348,"description":349,"tip":350},2,"List all members with capital contributions and ownership percentages","Enter each member's legal name, the cash or property they are contributing at formation, and the membership interest percentage they receive. Confirm all percentages sum to exactly 100%.","If a member is contributing services rather than cash, document the agreed value and confirm it does not trigger state-specific capital gains or income tax on formation.",{"step":352,"title":353,"description":354,"tip":355},3,"Choose member-managed or manager-managed structure","Select the management structure that reflects how the business will actually operate. If a specific person — member or outside hire — runs day-to-day operations, use manager-managed and name them. If all members share operational authority, use member-managed.","Manager-managed is standard when the LLC has passive investors who should not have authority to bind the company in contracts.",{"step":357,"title":358,"description":359,"tip":360},4,"Set voting thresholds for routine and major decisions","Define which decisions require simple majority (>50%), supermajority (typically 66.7% or 75%), or unanimous consent. Assign major decisions — new member admission, sale of the business, amendment of the agreement — to the highest threshold.","In a two-member LLC, a simple majority threshold gives the 51% owner unchecked control. Use supermajority or unanimity for all significant decisions.",{"step":362,"title":363,"description":364,"tip":365},5,"Define profit allocations and distribution timing","State whether profits are allocated pro rata to membership interest or according to a custom formula. Set a distribution schedule (quarterly is common) and include a minimum tax distribution clause if the LLC generates taxable income without paying it out.","If members have different capital accounts or preferred return thresholds, have an accountant model the allocation waterfall before locking it in.",{"step":367,"title":368,"description":369,"tip":370},6,"Draft transfer restrictions and the right of first refusal","Restrict transfers to protect existing members from unwanted co-owners. Define what constitutes a permitted transfer (e.g., to a trust for estate planning) and the process and timeline for the right of first refusal.","Set the ROFR exercise window at 30 days and require the selling member to deliver a copy of any bona fide offer in writing to trigger the clock.",{"step":372,"title":373,"description":374,"tip":375},7,"Include a buy-sell or buyout mechanism","Specify the trigger events (death, disability, bankruptcy, voluntary withdrawal, or removal for cause), the valuation method (mutual agreement, independent appraisal, or a formula), and the payment terms for the buyout.","A funded buy-sell backed by life insurance is the most practical solution for two-member LLCs — it ensures the surviving member can actually afford to buy out the deceased member's estate.",{"step":377,"title":378,"description":379,"tip":380},8,"Sign before the LLC begins operating","All members must sign the agreement before the LLC conducts any business. Backdating or post-formation signatures weaken the agreement's enforceability and can expose members to personal liability for pre-agreement actions.","Keep a fully executed copy in the LLC's company records book alongside the Articles of Organization, EIN confirmation, and any state licenses.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"Operating without any written agreement","Without an operating agreement, the LLC defaults to state statutory rules — which rarely reflect how the founders intended to split profits, make decisions, or handle a member exit. In some states, the default rules require unanimous consent for routine transactions, effectively paralyzing operations.","Execute an operating agreement before the LLC conducts its first transaction. Even a basic template agreement is vastly preferable to defaulting to state law.",{"mistake":387,"why_it_matters":388,"fix":389},"Omitting a buy-sell provision","If a member dies, becomes incapacitated, goes bankrupt, or simply wants out, a missing buy-sell provision leaves the remaining members without a contractual path to acquire the departing interest — potentially forcing a court-supervised dissolution.","Include a buy-sell clause covering all common exit triggers, a defined valuation method, and funded payment terms. Review it every two to three years as the company's value grows.",{"mistake":391,"why_it_matters":392,"fix":393},"Using identical voting thresholds for all decisions","Applying a simple majority vote to decisions like admitting new members, selling the business, or amending the operating agreement concentrates disproportionate power in any member above 50% and leaves minority members with no protective rights.","Assign a tiered voting structure: majority for routine operational decisions, supermajority (66.7%–75%) for significant financial commitments, and unanimity or near-unanimity for structural changes.",{"mistake":395,"why_it_matters":396,"fix":397},"No minimum tax distribution clause","Pass-through LLC income is taxable to members personally whether or not cash is distributed. Without a minimum tax distribution, members can owe thousands in personal income tax on paper gains while the LLC retains all cash.","Include a clause requiring the LLC to distribute at least enough cash annually to cover each member's estimated federal and state tax liability on their allocated share of income — typically calculated at a blended rate of 35–45%.",{"mistake":399,"why_it_matters":400,"fix":401},"Copying a single-member template for a multi-member LLC","Single-member agreements omit voting rights, dispute resolution between members, transfer restrictions, and buy-sell provisions — all of which are essential governance tools the moment a second member is involved.","Use a multi-member template specifically designed for the number of members in your LLC, or have a lawyer draft or review the agreement before execution.",{"mistake":403,"why_it_matters":404,"fix":405},"Never updating the agreement after membership or capital changes","An operating agreement that shows outdated ownership percentages, lists departed members, or omits new members creates legal ambiguity about who actually owns what — a problem that surfaces acutely during a sale, refinancing, or dispute.","Amend the operating agreement in writing any time there is a change in membership, capital accounts, or governance structure. Date and sign every amendment and store it with the original.",[407,410,413,416,419,422,425,428,431],{"question":408,"answer":409},"What is an LLC operating agreement?","An LLC operating agreement is a legally binding internal governance document that defines how a limited liability company is owned, managed, and operated. It covers membership interests, capital contributions, profit and loss allocations, voting rights, management authority, transfer restrictions, and dissolution procedures. It functions as the LLC's constitution — the authoritative source on how the business runs and what happens when members disagree or one wants to leave.\n",{"question":411,"answer":412},"Is an LLC operating agreement required by law?","Requirements vary by state. California, Delaware, Maine, Missouri, and New York require LLCs to have a written operating agreement. Most other states strongly recommend one but do not mandate it. Even where not legally required, operating without a written agreement means the LLC defaults to state statutory rules that rarely reflect the founders' intentions — making an operating agreement effectively essential in every jurisdiction.\n",{"question":414,"answer":415},"What is the difference between a single-member and multi-member LLC operating agreement?","A single-member agreement is simpler — it primarily establishes the separation between the owner and the entity to preserve liability protection and satisfy the IRS disregarded-entity election. A multi-member agreement must additionally address voting rights, profit allocation among multiple members, transfer restrictions to prevent unwanted co-owners, and buy-sell provisions for member exits. Using a single-member template for a multi-member LLC creates dangerous governance gaps.\n",{"question":417,"answer":418},"Does an LLC operating agreement need to be notarized?","In most US states, notarization is not required for an LLC operating agreement to be legally enforceable. All members must sign the document, and it is best practice to have signatures witnessed, but a notary is not typically required. Some real estate transactions and lender requirements may request a notarized operating agreement — check the specific requirements of your transaction before closing.\n",{"question":420,"answer":421},"Can an LLC operate without an operating agreement?","Technically yes — in most states an LLC can exist and operate without a written operating agreement. However, the LLC then defaults entirely to state statutory default rules, which vary significantly and often require unanimous consent for decisions that the founders intended to make by majority vote. Courts also give less weight to the LLC liability shield when there is no governing agreement, increasing the risk of piercing.\n",{"question":423,"answer":424},"What happens if there is no buy-sell provision and a member wants to leave?","Without a buy-sell provision, a departing member and the remaining members must negotiate the terms of the exit from scratch — often at a moment of disagreement or distress. If they cannot agree on valuation or payment terms, the dispute typically ends in litigation or a court- ordered dissolution of the LLC. A well-drafted buy-sell clause sets the valuation method and payment schedule in advance, when all parties are still cooperative.\n",{"question":426,"answer":427},"How do I add or remove a member from an LLC?","Adding a member requires amending the operating agreement to reflect the new member's capital contribution, membership interest percentage, and the updated ownership table for all existing members. Most states also require a state-level amendment filing and an updated Schedule K-1. Removing a member follows the buyout or withdrawal process in the operating agreement. Both actions should be executed in writing and signed by all parties before they take effect.\n",{"question":429,"answer":430},"What is the difference between an LLC operating agreement and articles of organization?","Articles of organization (or a certificate of formation) are the public formation document filed with the state to legally create the LLC. They typically contain only basic information — legal name, registered agent, and sometimes the names of organizers. An operating agreement is a private internal document that governs how the LLC operates. Both are necessary: the articles create the entity; the operating agreement defines the rules for running it.\n",{"question":432,"answer":433},"Do I need a lawyer to draft an LLC operating agreement?","For a straightforward single-member or two-member LLC with equal ownership, a well-structured template is usually sufficient with a brief legal review. Engage a business attorney when the LLC has three or more members, when members have different capital contributions or profit entitlements, when outside investors are involved, when the LLC holds real estate, or when buy-sell provisions are complex. A one-to-two hour attorney review typically costs $300–$700 and is worthwhile for any LLC with more than one member.\n",[435,439,443,447,451,455],{"industry":436,"icon_asset_id":437,"specifics":438},"Real estate","industry-real-estate","LLC operating agreements for property-holding entities must address member capital calls for repairs or refinancing, cash-on-cash preferred returns for passive investors, and specific dissolution triggers tied to property sale.",{"industry":440,"icon_asset_id":441,"specifics":442},"Professional services","industry-professional-services","Law firms, accounting practices, and consulting groups use operating agreements to govern client origination credits, mandatory capital contributions from new partners, and non-compete obligations triggered on withdrawal.",{"industry":444,"icon_asset_id":445,"specifics":446},"Technology and SaaS","industry-saas","Tech LLCs must address IP assignment to the entity, vesting schedules for founder membership interests, and anti-dilution provisions when outside investment is anticipated.",{"industry":448,"icon_asset_id":449,"specifics":450},"Retail and e-commerce","industry-retail","Multi-location or multi-brand retail LLCs benefit from clear manager-managed structures, spending authority limits for store managers who are not members, and inventory valuation methods for buyout purposes.",{"industry":452,"icon_asset_id":453,"specifics":454},"Food and beverage","industry-food-beverage","Restaurant and food-service LLCs frequently involve sweat-equity members alongside capital investors, requiring custom profit allocation waterfalls and performance-based distribution triggers.",{"industry":456,"icon_asset_id":457,"specifics":458},"Healthcare","industry-healthtech","Professional LLCs in healthcare must restrict membership to licensed practitioners in many states, address credentialing requirements as conditions of continued membership, and comply with corporate practice of medicine laws that limit outside investor ownership.",[460,464,467,471],{"vs":461,"vs_template_id":462,"summary":463},"LLC Articles of Organization","D{ARTICLES_OF_ORGANIZATION_ID}","Articles of organization are the public state filing that legally creates the LLC — they typically contain only the entity name, registered agent, and organizer. An operating agreement is the private internal document that governs how the LLC actually operates, allocates profits, and resolves disputes. Both are required for a properly formed LLC; the articles create it, and the operating agreement runs it.",{"vs":88,"vs_template_id":465,"summary":466},"partnership-agreement-D5210","A partnership agreement governs a general or limited partnership, which provides no personal liability protection for general partners. An LLC operating agreement governs a limited liability company whose members are shielded from personal liability for company debts. For most new businesses, the LLC structure offers materially stronger liability protection than a general partnership.",{"vs":468,"vs_template_id":469,"summary":470},"Corporate Shareholders Agreement","shareholders-agreement-D5211","A shareholders agreement governs a corporation's equity holders and interacts with the corporate charter and bylaws. An LLC operating agreement is the single governing document for an LLC — there is no separate charter or bylaws. LLCs offer more structural flexibility than corporations but are typically less suited to venture capital investment, which favors convertible preferred stock in a corporate structure.",{"vs":119,"vs_template_id":472,"summary":473},"joint-venture-agreement-D218","A joint venture agreement governs a time-limited collaboration between two or more parties for a specific project or purpose, after which the arrangement ends. An LLC operating agreement governs a permanent or indefinite business entity. When two businesses want to collaborate on a single project without creating a lasting entity, a joint venture agreement is the appropriate document.",{"use_template":475,"template_plus_review":479,"custom_drafted":483},{"best_for":476,"cost":477,"time":478},"Single-member LLCs and straightforward two-member LLCs with equal ownership and no outside investors","Free","30–60 minutes",{"best_for":480,"cost":481,"time":482},"Multi-member LLCs with unequal ownership, custom profit allocations, real estate holdings, or anticipated outside investment","$300–$700 for a 1–2 hour attorney review","2–5 business days",{"best_for":484,"cost":485,"time":486},"LLCs with three or more members, complex waterfall distributions, preferred return structures, professional licensing restrictions, or cross-border members","$1,500–$5,000+","1–3 weeks",[488,493,498,503],{"code":489,"name":490,"flag_asset_id":491,"note":492},"us","United States","flag-us","LLC law is entirely state-governed in the US — there is no federal LLC statute. California, Delaware, New York, and Wyoming are the most commonly chosen formation states, each with distinct default rules on distributions, voting, and dissolution. California and New York require a written operating agreement by statute. Delaware's LLC Act is the most permissive, allowing nearly complete contractual freedom to override statutory defaults. Non-compete provisions within operating agreements are unenforceable in California regardless of what the document says.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"ca","Canada","flag-ca","Canada does not have an LLC structure equivalent at the federal level. Canadian businesses typically use a corporation or a limited partnership to achieve similar liability protection and pass-through tax treatment. US LLCs with Canadian resident members face complex cross-border tax treatment — the Canada Revenue Agency does not recognize US LLCs as flow-through entities and may tax distributions at the corporate rate. Canadian investors in US LLCs should obtain tax advice before signing an operating agreement.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"uk","United Kingdom","flag-uk","The UK does not have an LLC equivalent. The closest structures are a private limited company (Ltd) — governed by a shareholders agreement and articles of association — or a limited liability partnership (LLP), governed by an LLP agreement. UK businesses seeking the governance flexibility of a US LLC operating agreement typically use an LLP agreement or a tailored shareholders agreement. US LLCs operating in the UK through a branch or subsidiary must comply with Companies House registration requirements.",{"code":504,"name":505,"flag_asset_id":506,"note":507},"eu","European Union","flag-eu","EU member states have their own equivalents to the LLC — the German GmbH, French SARL, Spanish SL, and Dutch BV are the most common. Each is governed by the company law of its member state rather than an operating agreement in the US sense, though a shareholders or partnership agreement can supplement the statutory rules. US LLCs with EU-resident members may face GDPR compliance obligations and must consider whether the EU member's country recognizes the LLC as a transparent or opaque entity for local tax purposes.",[509,510,511,512,513,514,515,516,517,518,519,520],"partnership-agreement-D12551","shareholders-agreement-D1016","joint-venture-agreement-D889","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","buyout-agreement-D12612","corporate-governance-policy-D13943","articles-of-incorporation-D998","business-plan-canvas-(one-page)-D12527","employment-agreement_at-will-employee-D541","minutes-of-meeting-of-incorporators-D17","promissory-note-D434",{"emit_how_to":177,"emit_defined_term":177},{"primary_folder":98,"secondary_folder":523,"document_type":524,"industry":525,"business_stage":526,"tags":527,"confidence":533},"incorporation-and-bylaws","agreement","general","startup",[528,529,530,531,532],"governance","incorporation","llc","operating-agreement","membership",0.95,"\u003Ch2>What is an LLC Operating Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>LLC Operating Agreement\u003C/strong> is a legally binding internal governance document that defines how a limited liability company is owned, managed, and operated by its members. It establishes each member's ownership percentage and capital contribution, how profits and losses are allocated and distributed, who has authority to make decisions and bind the company in contracts, how membership interests can be transferred or sold, and what happens when a member wants to leave or the company needs to be dissolved. Unlike the articles of organization filed publicly with the state, an operating agreement is a private document — but it is the authoritative source of truth that governs every significant decision the LLC makes.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written operating agreement, your LLC operates under the default rules set by your state's LLC statute — rules written for generic situations that almost certainly don't match how your specific business is structured or how you and your co-founders intended to run it. Default state rules often require unanimous consent for decisions you expected to make by majority vote, provide no mechanism to buy out a departing or deceased member, and offer no protection against a member selling their interest to a stranger. The consequences are concrete: a deadlocked two-member LLC with no dissolution mechanism requires a court proceeding to unwind; a member's estate inheriting a 40% interest after a death with no buy-sell provision can paralyze the business indefinitely; and an undocumented profit-sharing arrangement becomes a credibility contest the moment a dispute arises. A signed operating agreement, executed before the LLC conducts its first transaction, closes every one of these gaps — and this template gives you the structure to do it in under an hour.\u003C/p>\n",1781186023184]