[{"data":1,"prerenderedAt":534},["ShallowReactive",2],{"document-operating-agreement-D12798":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":175,"customdescription":6,"mdFm":176,"mdProseHtml":533},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"OPERATING AGREEMENT This 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],. 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 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 evidence 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, evidence 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,"Operating Agreement","21",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/operating-agreement-D12798.png","https://templates.business-in-a-box.com/imgs/250px/12798.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12798.xml",{"title":15,"description":6},"operating agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"Operating Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12798.png","https://templates.business-in-a-box.com/imgs/600px/12798.png",[25,17,20],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":18,"url":19},{"label":32,"url":33},"Incorporation & Bylaws","/templates/incorporation-and-bylaws/",[35,39,43,47,51,55,59,63,68,72,76,80,84,100,115,129,144,160],{"label":36,"url":37,"thumb":38,"extension":10},"LLC Operating Agreement","/template/llc-operating-agreement-D5209","https://templates.business-in-a-box.com/imgs/250px/5209.png",{"label":40,"url":41,"thumb":42,"extension":10},"PLLC Operating Agreement","/template/pllc-operating-agreement-D12979","https://templates.business-in-a-box.com/imgs/250px/12979.png",{"label":44,"url":45,"thumb":46,"extension":10},"Real Estate Operating Agreement","/template/real-estate-operating-agreement-D14043","https://templates.business-in-a-box.com/imgs/250px/14043.png",{"label":48,"url":49,"thumb":50,"extension":10},"Non-Profit Operating Agreement","/template/non-profit-operating-agreement-D14021","https://templates.business-in-a-box.com/imgs/250px/14021.png",{"label":52,"url":53,"thumb":54,"extension":10},"S Corp Operating Agreement","/template/s-corp-operating-agreement-D12800","https://templates.business-in-a-box.com/imgs/250px/12800.png",{"label":56,"url":57,"thumb":58,"extension":10},"LLC Multiple Members Operating Agreement","/template/llc-multiple-members-operating-agreement-D12871","https://templates.business-in-a-box.com/imgs/250px/12871.png",{"label":60,"url":61,"thumb":62,"extension":10},"Equipment Operating Lease","/template/equipment-operating-lease-D1145","https://templates.business-in-a-box.com/imgs/250px/1145.png",{"label":64,"url":65,"thumb":66,"extension":67},"Operating Budget","/template/operating-budget-D13027","https://templates.business-in-a-box.com/imgs/250px/13027.png","xls",{"label":69,"url":70,"thumb":71,"extension":10},"Standard Operating Procedures","/template/standard-operating-procedures-D12673","https://templates.business-in-a-box.com/imgs/250px/12673.png",{"label":73,"url":74,"thumb":75,"extension":10},"Checklist Standard Operating Procedure","/template/checklist-standard-operating-procedure-D13219","https://templates.business-in-a-box.com/imgs/250px/13219.png",{"label":77,"url":78,"thumb":79,"extension":10},"Hotel Standard Operating Procedure","/template/hotel-standard-operating-procedure-D13703","https://templates.business-in-a-box.com/imgs/250px/13703.png",{"label":81,"url":82,"thumb":83,"extension":10},"Restaurant Standard Operating Procedure","/template/restaurant-standard-operating-procedure-D13765","https://templates.business-in-a-box.com/imgs/250px/13765.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":9,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":93,"keywords":92,"url":99},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTNER NAME] (the \"Second Partner\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":92,"description":6},"partnership agreement",[94,96],{"label":18,"url":95},"business-legal-agreements",{"label":97,"url":98},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":9,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":109,"keywords":108,"url":114},"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":108,"description":6},"shareholders agreement",[110,111],{"label":18,"url":95},{"label":112,"url":113},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":119,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":124,"keywords":127,"url":128},"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},[125,126],{"label":18,"url":95},{"label":18,"url":95},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":9,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":143},"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":137,"description":6},"non disclosure agreement nda",[139,140],{"label":18,"url":95},{"label":141,"url":142},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":145,"descriptionCustom":6,"label":146,"pages":87,"size":9,"extension":10,"preview":147,"thumb":148,"svgFrame":149,"seoMetadata":150,"parents":152,"keywords":151,"url":159},"BUY-SELL AGREEMENT This Buy-Sell Agreement (this \"Agreement\") is made and effective this [Date], BETWEEN: [COMPANY NAME], a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: Each of the Parties listed below (each a \"Shareholder\" and collectively, the \"Shareholders\"). The Shareholders desire to promote and protect their mutual interests and the interests of the Company. Therefore, the parties hereby agree as follows: ARTICLE I PARTIES AND PURPOSE PARTIES The Shareholders own all the outstanding shares (the \"Shares\") of the [COMPANY NAME] in the amount outlined below. At this time, each Shareholder's interest in the Company is as follows: __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % While this agreement is in effect, no Shareholder shall have any right to assign, encumber or dispose of his interest in the Company except as provided herein. PURPOSE The purpose of this Agreement is to protect the Corporation's management and control from persons not acceptable to all Shareholders. The other purpose is to provide a ready market in the event of the death, disability, or lifetime transfer of Shares by a Shareholder. To this end, the Shareholders have entered into this agreement to: Restrict the transfer or sale of the Shares by the Shareholders; Ensure any sale of the Shares is in the accordance with established procedures; Provide stability and continuity in the management of the Company; Maintain ownership or control of the Company ARTICLE II SALES TRANSFER RESTRICTION ON SHARES No Shareholder (or any party acting on behalf of a Shareholder) may sell or transfer its Shares, whether owned or subsequently acquired, except in accordance with the provisions of this Agreement or with the written consent of the Company and all other Shareholders. Any attempt to sell or transfer Shares (or an interest in Shares) that contravenes the terms of this agreement is null and void and is not binding on or recognized by the Company or the Shareholders. Definition of sale or transfer. The term \"sale or transfer\" includes any sale, pledge, encumbrance, gift, bequest, or other transfer of any Shares, whether or not the transfer would be made for value, or to another Shareholder, or voluntarily or involuntarily or by operation of law, or during his lifetime or upon his death Exception. A sale or transfer of a Shareholder's Shares to a trust that is wholly revocable by that Shareholder and for which that Shareholder is the sole trustee is not a prohibited sale or transfer. However, any subsequent attempted sale or transfer by the trustee of such trust shall be subject to all of the terms of this Agreement with the Shareholder (and not the trust) deemed as the Shareholder of such Shares. Legend on share certificates. Each share certificate whether presently owned or subsequently acquired, shall have the following statement conspicuously printed on its face: \"The transfer, sale, assignment of the Shares represented by this certificate is restricted by a Buy-Sell Agreement among all the Shareholders and the Corporation dated [SPECIFY]. A copy of the Buy-Sell Agreement is available for inspection during normal business hours at the principal office of the Corporation. All the terms and provisions of the Buy-Sell Agreement are incorporated by this reference and made a part of this certificate.\" ARTICLE III VOLUNTARY TRANSFER PERMITTED SALE OR TRANSFER DURING LIFETIME Any Shareholder wishing to sell or transfer its Shares must first notify each of the other Shareholders in writing. Such Shareholder (a \"Seller\") will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The notice must indicate the name of the party (the \"third party purchaser\") to whom the seller wishes to sell or transfer the offered Shares and the terms of the proposed sale or transfer. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of the notice to choose to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. During this 30-day period, the other Shareholders must collectively agree to purchase all or none of the Offered Shares. If the other Shareholders exercise their call option, they must acquire the Offering Shares on the same terms as those set out in the proposed notice of sale or transfer. These conditions will be supplemented, as necessary, by the payment conditions described in Article VI below. Notice of proposed sale. Any Shareholder wishing to sell his/her Shares shall provide a Notice of Proposed Sale. The notice must specify: the name and address of each proposed transferee; the number of Shares or the interest in Shares to be transferred; the price per Share; the terms of the proposed sale, assignment, or transfer. Permitted sale or transfer to third party purchaser. When the other Shareholders do not exercise their right to purchase all the Shares offered within the 30-day period, the seller may then conclude the sale or transfer to the third-party purchaser. However, the sale or transfer must be made on the same terms and conditions as those set out in the notice to other Shareholders. In addition, the third-party buyer must agree in writing to be bound by the terms of this contract before or at the time of the sale or transfer. If the sale or transfer to the third-party acquirer is not completed within sixty (60) days of the expiry of the other Shareholder's 30-day option period, then the authorization to sell or transfer under this agreement shall be deemed to have been withdrawn as if no sale or transfer had been considered and no notice given. ARTICLE IV INVOLUNTARY TRANSFER INVOLUNTARY LIFETIME SALE OR TRANSFER Any Shareholder who holds information that could reasonably be expected to result in an involuntary lifetime sale of his or her Shares and any person or entity that has acquired or may acquire an interest in such Shares must promptly notify each of the other Shareholders in writing. The notice must describe the nature and details of the involuntary lifetime sale and must indicate the name of the party (the \"third party transferee\"). The Shareholder will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The following events shall each constitute an \"Involuntary\" transfer event: the death of a Shareholder; the total mental or physical disability of a Shareholder; the termination of a Shareholder's employment with [COMPANY NAME]; and the bankruptcy or insolvency of a Shareholder. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of this notice to elect to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. If the other Shareholders exercise their option to purchase some or all of the offered Shares, they must then acquire these Shares at the purchase price and on the payment, terms described in Articles VI and VII below. Permitted sale or transfer to third party transferee. If the other Shareholders do not validly exercise their option to buy all of the Offered Shares within the 30-day period, then any remaining Offered Shares may be transferred to the third-party transferee. However, the transfer must be made on the same terms and conditions as those contained in the notice to the other Shareholders","Buy Sell Agreement","https://templates.business-in-a-box.com/imgs/1000px/buy-sell-agreement-D12611.png","https://templates.business-in-a-box.com/imgs/250px/12611.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12611.xml",{"title":151,"description":6},"buy sell agreement",[153,156],{"label":154,"url":155},"Finance & Accounting","finance-accounting",{"label":157,"url":158},"Buy & Sell Shares","buy-sell-shares","/template/buy-sell-agreement-D12611",{"description":161,"descriptionCustom":6,"label":162,"pages":163,"size":164,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":169,"keywords":173,"url":174},"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},[170],{"label":171,"url":172},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":177,"reviewer":189,"legal_disclaimer":193,"quick_facts":194,"at_a_glance":196,"personas":200,"variants":225,"glossary":252,"clauses":289,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":433,"comparisons":458,"diy_vs_lawyer":473,"jurisdictions":486,"related_template_ids_curated":507,"schema":520,"classification":521},{"meta_title":178,"meta_description":179,"primary_keyword":180,"secondary_keywords":181},"Operating Agreement Template (Free Word)","Free LLC operating agreement template covering ownership, profit distribution, voting rights, management structure, and dissolution. Used in 190+ countries. Free Word and PDF download.","operating agreement template",[182,183,184,185,186,187,188],"operating agreement template word","operating agreement template free","single member llc operating agreement","multi member llc operating agreement","llc operating agreement sample","operating agreement template download","small business operating agreement",{"name":190,"credential":191,"reviewed_date":192},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":195,"legal_review_recommended":193,"signature_required":193,"notarization_required":175},"advanced",{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"An Operating Agreement is a legally binding document that governs the internal structure and operations of a Limited Liability Company (LLC), defining how it is managed, how profits and losses are allocated, how members vote, and what happens when a member exits or the company dissolves. This free Word download gives you a structured, attorney-informed starting point you can edit online and export as PDF to execute with all members before or immediately after formation.\n","Use it when forming a new LLC, adding or removing a member, restructuring ownership percentages, or replacing an informal or outdated agreement that no longer reflects how the company actually operates.\n","Member names and ownership percentages, management structure (member-managed vs. manager-managed), capital contributions, profit and loss allocation, voting rights and quorum requirements, transfer restrictions, buyout and buy-sell provisions, dissolution procedures, and governing law.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"LLC founders and co-founders","Locking in ownership splits and management roles before the business earns revenue","persona-startup-founder",{"title":206,"use_case":207,"icon_asset_id":208},"Small business owners","Formalizing a single-member or multi-member LLC to protect personal assets","persona-small-business-owner",{"title":210,"use_case":211,"icon_asset_id":212},"Real estate investors","Structuring a property-holding LLC with partners who have different contribution levels","persona-real-estate-investor",{"title":214,"use_case":215,"icon_asset_id":216},"Business attorneys","Providing clients a starting template for LLC formation across standard deal structures","persona-attorney",{"title":218,"use_case":219,"icon_asset_id":220},"Startup founders raising outside capital","Updating an existing operating agreement to reflect a new investor's membership interest","persona-ceo",{"title":222,"use_case":223,"icon_asset_id":224},"Family business owners","Documenting succession rights and transfer restrictions among family co-members","persona-family-business",[226,230,234,238,242,245,248],{"situation":227,"recommended_template":228,"slug":229},"Single founder with no other members","Single-Member LLC Operating Agreement","llc-member-withrawal-agreement-D13273",{"situation":231,"recommended_template":232,"slug":233},"Two or more co-founders splitting ownership","Multi-Member LLC Operating Agreement","operating-agreement-D12798",{"situation":235,"recommended_template":236,"slug":237},"LLC managed by a hired manager rather than the members themselves","Manager-Managed LLC Operating Agreement","llc-operating-agreement-D5209",{"situation":239,"recommended_template":240,"slug":241},"Real estate holding LLC with multiple contributing investors","Real Estate LLC Operating Agreement","real-estate-operating-agreement-D14043",{"situation":243,"recommended_template":244,"slug":237},"Family members forming a business with succession provisions","Family LLC Operating Agreement",{"situation":246,"recommended_template":247,"slug":237},"LLC with an outside investor receiving a preferred return","LLC Operating Agreement with Preferred Units",{"situation":249,"recommended_template":250,"slug":251},"Existing LLC adding or removing a member mid-operation","LLC Membership Interest Assignment Agreement","llc-membership-interest-purchase-agreement-D5208",[253,256,259,262,265,268,271,274,277,280,283,286],{"term":254,"definition":255},"Limited Liability Company (LLC)","A business structure that separates personal assets from business debts while offering flexible tax treatment and minimal formalities compared to a corporation.",{"term":257,"definition":258},"Member","An owner of an LLC, analogous to a shareholder in a corporation, whose rights and obligations are governed by the operating agreement.",{"term":260,"definition":261},"Membership Interest","An owner's percentage stake in the LLC, representing their share of profits, losses, and voting power.",{"term":263,"definition":264},"Capital Contribution","Cash, property, or services a member provides to the LLC in exchange for their membership interest.",{"term":266,"definition":267},"Member-Managed LLC","An LLC where all members share responsibility for day-to-day management decisions, each acting as an agent of the company.",{"term":269,"definition":270},"Manager-Managed LLC","An LLC where one or more designated managers — who may or may not be members — handle operations, while other members function as passive investors.",{"term":272,"definition":273},"Profit and Loss Allocation","The method by which the LLC's annual income and losses are divided among members, which may or may not mirror ownership percentages.",{"term":275,"definition":276},"Distributions","Cash or property paid out to members from the LLC's profits, distinct from salary or draws, and governed by the allocation rules in the operating agreement.",{"term":278,"definition":279},"Buy-Sell Provision","A clause that sets the process and price formula for purchasing a departing or deceased member's interest, preventing ownership from passing to unwanted third parties.",{"term":281,"definition":282},"Right of First Refusal (ROFR)","A clause giving existing members the option to purchase a departing member's interest before it can be sold to an outside party.",{"term":284,"definition":285},"Dissolution","The formal winding down and termination of the LLC, including liquidation of assets, payment of debts, and distribution of remaining funds to members.",{"term":287,"definition":288},"Charging Order","A court remedy allowing a creditor of an individual member to intercept distributions from the LLC without gaining voting rights or forcing dissolution.",[290,295,300,305,310,315,319,324,329,334],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Preamble, parties, and formation details","Identifies the LLC by its legal registered name, state of formation, registered agent, principal place of business, and lists every member with their legal name and address.","This Operating Agreement of [LLC NAME], a [STATE] limited liability company (the 'Company'), is entered into as of [DATE] by and among the members listed in Exhibit A (each, a 'Member').","Using a trade name instead of the exact LLC name as filed with the state. A mismatch between the agreement and the Articles of Organization can create enforceability questions when the agreement is needed most — during a dispute or audit.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Membership interests and capital contributions","States each member's ownership percentage and the specific cash, property, or services they contributed — or are required to contribute — in exchange for that interest.","Member Name: [MEMBER A] | Membership Interest: [X]% | Capital Contribution: $[AMOUNT] cash, contributed on [DATE]. Member Name: [MEMBER B] | Membership Interest: [X]% | Capital Contribution: [DESCRIPTION OF PROPERTY OR SERVICES], valued at $[AMOUNT].","Omitting the agreed value of non-cash contributions such as intellectual property, equipment, or services. Without a documented valuation, disputes arise over whether the contribution was sufficient to justify the stated ownership percentage.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Management structure and authority","Specifies whether the LLC is member-managed or manager-managed, identifies who holds management authority, and defines the scope of decisions each manager or member can make without a vote.","The Company shall be [member-managed / manager-managed]. The Manager(s) shall have full authority to bind the Company in the ordinary course of business. The following actions require approval of Members holding at least [X]% of Membership Interests: [LIST OF MAJOR DECISIONS].","Leaving the management structure blank or defaulting to state law without stating it explicitly. An ambiguous management clause leads to unauthorized acts binding the LLC and personal liability disputes.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Voting rights and quorum","Sets each member's voting power (typically proportional to ownership percentage), the threshold for routine vs. major decisions, and the quorum required for a valid vote.","Each Member shall be entitled to one vote per percentage point of Membership Interest held. A quorum requires Members representing at least [X]% of total Membership Interests. Routine decisions require a majority vote; the following decisions require unanimous consent: [AMENDING THIS AGREEMENT / ADMITTING NEW MEMBERS / SELLING SUBSTANTIALLY ALL ASSETS].","Requiring unanimous consent for all decisions when there are three or more members. A single member can block routine operations indefinitely, creating operational deadlock.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Profit and loss allocation","Defines how profits and losses are divided among members each fiscal year — typically pro rata to ownership percentage but sometimes weighted differently for preferred or contributing members.","Profits and losses of the Company for each fiscal year shall be allocated among the Members in proportion to their respective Membership Interests, unless the Members unanimously agree to a different allocation in writing.","Allocating profits differently from ownership percentages without documenting a business purpose for the special allocation. The IRS requires that non-pro-rata allocations have 'substantial economic effect' — undocumented special allocations can be recharacterized, triggering unexpected tax liability.",{"name":275,"plain_english":316,"sample_language":317,"common_mistake":318},"States when and how cash is distributed to members — including mandatory tax distributions, discretionary distributions, and the order of priority if multiple classes of interest exist.","The Manager(s) shall, at minimum, distribute to each Member, within [90] days following the end of each fiscal year, an amount equal to [X]% of that Member's allocable share of the Company's net taxable income for such year (a 'Tax Distribution').","No mandatory tax distribution clause for a pass-through entity. Members may owe personal income tax on their share of LLC profits even if no cash is distributed — leaving members unable to pay their tax bill without a forced distribution.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Transfer restrictions and right of first refusal","Restricts members from selling or transferring their interest to outsiders without first offering it to the existing members at the same price and terms — protecting the membership composition.","No Member may transfer all or any part of their Membership Interest without the prior written consent of Members holding at least [X]% of Membership Interests. Before any proposed transfer, the selling Member must first offer the interest to the remaining Members on the same terms (a 'ROFR Notice'), who have [30] days to exercise.","No transfer restriction at all. Without it, a member can sell their interest to a competitor, an ex-spouse following a divorce, or a creditor — bringing an unwanted party into the LLC's ownership structure.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Buy-sell and buyout provisions","Sets the trigger events — death, disability, divorce, voluntary withdrawal, or deadlock — and the formula for pricing and purchasing a departing member's interest, typically fair market value or a defined multiple.","Upon a Triggering Event, the Company or the remaining Members shall have the right to purchase the departing Member's interest at Fair Market Value, determined by [mutual agreement / an independent appraiser / a formula of [X]× trailing 12-month EBITDA], payable within [180] days.","A buyout clause with no defined valuation method. When the parties disagree on value — which they almost always will in a forced buyout — the absence of a mechanism turns a contractual process into expensive litigation.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Dissolution and winding up","Specifies what events trigger dissolution, the procedure for winding up operations, the order in which debts are paid and remaining assets distributed, and who oversees the process.","The Company shall dissolve upon: (a) unanimous written consent of all Members; (b) entry of a judicial decree; or (c) any event requiring dissolution under [STATE] law. Upon dissolution, the Company shall pay its debts and obligations first, then distribute remaining assets to Members in proportion to their positive capital account balances.","Listing 'the departure of any member' as a dissolution trigger. In most states, this is unnecessary and means the LLC technically dissolves every time one of several members leaves — forcing costly reformation.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Governing law, amendments, and entire agreement","States which jurisdiction's LLC law governs the agreement, the process required to amend it (typically a supermajority or unanimous member vote), and confirms the written agreement supersedes all prior understandings.","This Agreement shall be governed by the laws of the State of [STATE]. Amendments require the written consent of Members holding at least [X]% of Membership Interests. This Agreement constitutes the entire agreement of the Members with respect to the subject matter hereof and supersedes all prior agreements and understandings.","No amendment procedure clause, or one requiring unanimous consent for any change. Without a defined process, a single blocking member can prevent the agreement from ever being updated to reflect the company's current reality.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Confirm the LLC's legal name and state of formation","Enter the LLC's exact registered name as it appears on the filed Articles of Organization, the state of formation, the principal office address, and the registered agent's name and address.","Pull the exact legal name from your state's business registry — a one-word difference between the agreement and the state filing can complicate banking, contracting, and litigation.",{"step":346,"title":347,"description":348,"tip":349},2,"List all members with ownership percentages and contributions","Complete Exhibit A with every member's full legal name, address, membership interest percentage, and the specific capital contribution — cash amount, property description, or services — they provided in exchange.","If contributions are non-cash, attach a written valuation memo as Exhibit B so there is a documented basis for the agreed percentage.",{"step":351,"title":352,"description":353,"tip":354},3,"Choose and document the management structure","Select member-managed or manager-managed and, if manager-managed, identify the manager(s) by name. Then list the decisions that require full member approval versus those the manager can make unilaterally.","A clearly defined list of 'major decisions' requiring member vote (selling assets, taking on debt over $[X], admitting new members) prevents the manager from exceeding their authority.",{"step":356,"title":357,"description":358,"tip":359},4,"Set voting thresholds for routine and major decisions","Specify the quorum percentage, the majority required for ordinary business decisions, and the supermajority or unanimous consent required for fundamental changes like amendments, mergers, or new member admissions.","Calibrate consent thresholds to your member count. With two equal members, any threshold below 100% on major decisions effectively gives one member veto power — which may or may not be your intent.",{"step":361,"title":362,"description":363,"tip":364},5,"Define profit allocation and tax distribution terms","State whether profits are allocated pro rata to ownership or on a different schedule, and include a mandatory tax distribution clause requiring the LLC to distribute at least enough cash for each member to cover their personal tax liability on LLC income.","For multi-member LLCs taxed as partnerships, consult a CPA before setting any non-pro-rata allocation — substantial economic effect rules under IRC §704(b) must be satisfied or the IRS will recharacterize the allocation.",{"step":366,"title":367,"description":368,"tip":369},6,"Draft the transfer restriction and ROFR terms","Set the consent threshold required to approve any transfer, the ROFR notice period (typically 30 days), and whether the company or the individual members have the first right to purchase the departing member's interest.","Include a provision that any transfer in violation of the restriction is void — not just a breach of contract — to prevent an unauthorized transferee from asserting membership rights.",{"step":371,"title":372,"description":373,"tip":374},7,"Complete the buy-sell valuation method","Choose a specific valuation mechanism for buyout events: mutual agreement with a fallback appraiser, a fixed formula such as a revenue or EBITDA multiple, or a shotgun clause for deadlock situations.","The shotgun (or 'Texas shootout') clause — where one member names a price and the other must buy or sell at that price — is simple and self-enforcing but can favor the wealthier member. Consider whether that asymmetry is acceptable.",{"step":376,"title":377,"description":378,"tip":379},8,"Execute before or on the LLC's effective date","All members must sign the operating agreement before or simultaneously with the LLC's first operations. Attach the fully executed agreement to the company's official records and give each member a copy.","Even if your state does not require an operating agreement, your bank almost certainly will ask for one to open a business account — have it ready before your first banking appointment.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"No operating agreement at all","Without a written agreement, the LLC is governed entirely by the state's default LLC statute — which may allocate voting power equally regardless of ownership percentage and require unanimous consent for decisions you expected to make unilaterally.","Execute an operating agreement on or before the LLC's first day of operations. Even a simple one-page agreement is better than none — it establishes that the members have addressed governance intentionally.",{"mistake":386,"why_it_matters":387,"fix":388},"Omitting a mandatory tax distribution clause","Pass-through taxation means members owe personal income tax on their share of LLC profits whether or not cash is distributed. A member without liquidity to pay their tax bill may be forced to demand a distribution or sell their interest at the worst possible time.","Include a clause requiring the LLC to distribute at least enough cash each year to cover each member's estimated personal tax liability on their allocable share of LLC income, calculated at an agreed assumed tax rate.",{"mistake":390,"why_it_matters":391,"fix":392},"No defined valuation method in the buy-sell clause","When a member exits — by choice, death, or deadlock — a buy-sell clause with no pricing mechanism defaults to litigation. Appraisal disputes routinely cost $50,000–$200,000 and take 12–24 months to resolve.","Choose a specific, formula-based valuation method at formation when all parties are aligned. An agreed EBITDA multiple or independent appraiser procedure costs nothing to draft and avoids enormous future conflict.",{"mistake":394,"why_it_matters":395,"fix":396},"Using a generic online template for a multi-state or multi-member LLC without customization","Generic templates default to the laws of one state and ignore multi-state nexus, special allocations for contributing members, and the specific buyout triggers relevant to your ownership structure.","Customize the governing law, contribution schedule, and decision thresholds to your actual situation. For LLCs with three or more members, different contribution amounts, or real estate assets, legal review is particularly important.",{"mistake":398,"why_it_matters":399,"fix":400},"Never updating the agreement after membership changes","An operating agreement that lists former members, outdated ownership percentages, or a resigned manager creates ambiguity about who actually has authority — and can expose the LLC to claims from parties whose status was never formally documented.","Amend the operating agreement in writing within 30 days of any membership change, capital restructuring, or management transition. Keep a signed copy of every amendment in the company's official records.",{"mistake":402,"why_it_matters":403,"fix":404},"Requiring unanimous consent for all member decisions","In an LLC with three or more members, a unanimous-consent default gives any single member veto power over routine operations — hiring, contracts, banking — and frequently produces operational deadlock.","Reserve unanimous consent for true fundamental decisions: amending the agreement, admitting new members, selling substantially all assets, or dissolving the company. Use majority or supermajority thresholds for everything else.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is an LLC operating agreement?","An LLC operating agreement is a legally binding contract among the members of a Limited Liability Company that defines how the company is owned, managed, and operated. It covers membership interests, capital contributions, profit and loss allocation, voting rights, management authority, transfer restrictions, buyout procedures, and dissolution. It functions as the LLC's constitutional document — governing internal relationships the way bylaws govern a corporation.\n",{"question":410,"answer":411},"Is an operating agreement required by law?","Requirements vary by state. California, Delaware, Maine, Missouri, and New York explicitly require LLCs to have an operating agreement, though most do not require it to be in writing or filed with the state. In all other states, an agreement is optional but strongly recommended — without one, the LLC is governed entirely by the state's default LLC statute, which rarely matches what the members actually intend.\n",{"question":413,"answer":414},"What happens if an LLC has no operating agreement?","The LLC falls back on the default rules of its state's LLC statute. In most states, this means each member has equal voting power regardless of ownership percentage, profits are split equally regardless of contribution, and unanimous consent may be required for decisions you expected to make alone. It also means you have no documented buyout procedure if a member wants to exit — creating a dispute that courts resolve slowly and expensively.\n",{"question":416,"answer":417},"Does a single-member LLC need an operating agreement?","A single-member LLC does not need an operating agreement for internal governance purposes — there are no co-members to align. However, banks routinely require one to open a business account, and having a written agreement reinforces the separation between personal and business assets that protects the LLC's liability shield. It also establishes succession instructions for what happens to the LLC if the sole member dies.\n",{"question":419,"answer":420},"What is the difference between an operating agreement and articles of organization?","Articles of Organization are the public formation document filed with the state to legally create the LLC — they contain minimal information such as the LLC name, registered agent, and management type. An operating agreement is a private contract among the members that governs the internal workings of the company in detail. The articles create the entity; the operating agreement governs how it runs.\n",{"question":422,"answer":423},"Can an operating agreement be changed after it is signed?","Yes. Most operating agreements include an amendment procedure specifying the member approval threshold required to make changes — typically a supermajority or unanimous consent. Any amendment should be in writing, signed by the required members, and attached to the original agreement as a formal amendment. Informally amending terms through email or verbal agreement is legally risky and creates conflicting versions of the agreement.\n",{"question":425,"answer":426},"Who should sign an operating agreement?","Every member of the LLC must sign the operating agreement for it to be binding on all parties. Manager-managed LLCs should also have the manager(s) sign to confirm their acceptance of the management responsibilities and authority limits defined in the agreement. Signing should occur before or simultaneously with the LLC's first day of operations.\n",{"question":428,"answer":429},"Does an operating agreement need to be notarized or filed with the state?","In virtually all US states, an operating agreement does not need to be notarized or filed with any state agency — it is a private contract retained in the company's records. Some states, such as New York, require that members be provided a copy, but no state currently requires filing. Notarization is not required but can add evidentiary weight if the agreement's authenticity is later challenged.\n",{"question":431,"answer":432},"What is a buy-sell agreement and does my operating agreement need one?","A buy-sell provision defines what happens when a member wants to leave the LLC — by choice, death, disability, divorce, or bankruptcy — including who can buy the departing member's interest, at what price, and on what timeline. Any multi-member LLC needs one. Without it, a member's interest can pass to their estate, ex-spouse, or creditor — putting an unwanted party in your ownership structure with no defined exit mechanism.\n",[434,438,442,446,450,454],{"industry":435,"icon_asset_id":436,"specifics":437},"Real estate","industry-real-estate","Property-holding LLCs require detailed capital account tracking, preferred return provisions for investors with unequal contributions, and dissolution procedures tied to property sale rather than standard business winding-up.",{"industry":439,"icon_asset_id":440,"specifics":441},"Professional services","industry-professional-services","Law firms, accounting practices, and consulting LLCs need non-compete and client non-solicitation provisions in the buyout clause, plus licensing-compliance conditions that restrict member transfers to licensed professionals only.",{"industry":443,"icon_asset_id":444,"specifics":445},"Technology / SaaS","industry-saas","IP ownership must be explicitly vested in the LLC rather than individual members — particularly for founding members who contributed code or patents — and investor admission provisions must accommodate future equity rounds.",{"industry":447,"icon_asset_id":448,"specifics":449},"Retail and e-commerce","industry-retail","Multi-location or franchise-adjacent retail LLCs need clear authority thresholds for lease signing, inventory purchasing, and hiring, as well as deadlock resolution procedures when equal co-owners disagree on expansion.",{"industry":451,"icon_asset_id":452,"specifics":453},"Construction and trades","industry-construction","Licensing requirements mean that if a licensed member exits, the LLC may lose its operating license — the operating agreement should include a mandatory notice period and transition plan triggered by any licensed member's departure.",{"industry":455,"icon_asset_id":456,"specifics":457},"Healthcare","industry-healthtech","Many states restrict healthcare LLC ownership to licensed practitioners — the agreement must limit member transfers to qualified individuals and include automatic buyout triggers if a member loses their professional license.",[459,462,466,470],{"vs":86,"vs_template_id":460,"summary":461},"partnership-agreement-D271","A partnership agreement governs a general or limited partnership — an entity structure that does not provide personal liability protection to general partners. An operating agreement governs an LLC, which limits every member's personal liability for business debts. If liability protection is a priority, an LLC with an operating agreement is generally the stronger choice. Use a partnership agreement only when forming a structure where general-partner liability is intentional or required.",{"vs":463,"vs_template_id":464,"summary":465},"Articles of Organization","D{ARTICLES_OF_ORGANIZATION_ID}","Articles of Organization are the minimal public filing that creates the LLC with the state — they contain only the entity name, registered agent, and management type. An operating agreement is the private governing contract that fills in all the operational detail the articles omit. Both documents are needed: the articles create the legal entity; the operating agreement governs how it functions day to day.",{"vs":467,"vs_template_id":468,"summary":469},"Shareholder Agreement","shareholders-agreement-D12741","A shareholder agreement governs equity ownership and rights in a corporation, while an operating agreement performs the same role for an LLC. Corporations and LLCs are separate legal structures with different tax treatment, governance requirements, and formation costs. An operating agreement is not interchangeable with a shareholder agreement — using the wrong document for your entity type creates a governance gap that courts will fill with default statutory rules.",{"vs":117,"vs_template_id":471,"summary":472},"joint-venture-agreement-D183","A joint venture agreement structures a temporary collaboration between two or more parties for a specific project, often without creating a new entity. An operating agreement governs an ongoing LLC entity with an indefinite life. If the business relationship is project-specific with a defined end date, a joint venture agreement is the appropriate document. If the parties intend to form a permanent shared business, an LLC with an operating agreement is the correct structure.",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Single-member LLCs or two-member LLCs with equal ownership and straightforward operations in a single state","Free","30–60 minutes",{"best_for":479,"cost":480,"time":481},"Multi-member LLCs with unequal contributions, real estate holdings, outside investors, or members in multiple states","$400–$900","2–5 days",{"best_for":483,"cost":484,"time":485},"LLCs with preferred return structures, complex buyout terms, professional licensing restrictions, or multi-jurisdictional operations","$1,500–$5,000+","1–3 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","LLC law is governed at the state level — Delaware, Wyoming, and Nevada are popular formation states for their flexible statutes and strong liability protection. California, New York, and Maine explicitly require a written operating agreement. Non-compete clauses embedded in operating agreements face the same enforceability challenges as employment non-competes — California courts routinely void them. Multi-state LLCs must comply with foreign qualification requirements in each state where they operate.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","The LLC structure does not exist in Canada — Canadian businesses use corporations or limited partnerships instead. Canadian entrepreneurs who form a US LLC for cross-border operations need both a US operating agreement and Canadian legal advice on how the LLC is treated for Canadian tax purposes. The CRA generally treats US LLCs as corporations for Canadian tax purposes, creating potential double-taxation issues that require professional guidance.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","The UK equivalent of an LLC operating agreement is the Limited Liability Partnership (LLP) Members' Agreement or, for private limited companies, the Shareholders' Agreement combined with bespoke Articles of Association. US-style LLCs are not recognized as a domestic UK entity type. UK businesses registering a US LLC for North American operations should seek UK legal advice on the cross-border tax and regulatory treatment before executing the operating agreement.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","EU member states each have their own equivalent of the LLC — the French SARL, German GmbH, Spanish SL, and Dutch BV are common examples — each governed by national corporate law rather than a private operating agreement. Non-compete provisions embedded in operating agreements that restrict member activities within the EU must comply with EU competition law under Article 101 TFEU. GDPR obligations apply to any operating agreement that references member data or internal data-handling procedures.",[508,509,510,511,512,513,514,515,516,517,518,519],"partnership-agreement-D12551","shareholders-agreement-D1016","joint-venture-agreement-D889","non-disclosure-agreement-nda-D12692","buy-sell-agreement-D12611","independent-contractor-agreement-D160","employment-agreement_at-will-employee-D541","articles-of-incorporation-D998","business-plan-canvas-(one-page)-D12527","subscription-agreement-D12537","promissory-note-D434","letter-of-intent_acquisition-of-business-D5197",{"emit_how_to":193,"emit_defined_term":193},{"primary_folder":95,"secondary_folder":522,"document_type":523,"industry":524,"business_stage":525,"tags":526,"confidence":532},"incorporation-and-bylaws","agreement","general","startup",[527,528,529,530,531],"incorporation","governance","legal","operating-agreement","llc",0.95,"\u003Ch2>What is an Operating Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Operating Agreement\u003C/strong> is a legally binding contract among the members of a Limited Liability Company (LLC) that defines how the company is owned, governed, and operated. It establishes each member's ownership percentage and capital contribution, determines whether the LLC is managed by its members or by a designated manager, sets voting thresholds for key decisions, allocates profits and losses, restricts the transfer of membership interests to outside parties, and provides a structured exit procedure when a member departs or the company winds down. Unlike the Articles of Organization filed with the state — which create the LLC as a legal entity — an operating agreement is a private governing document retained in the company's internal records and signed by all members.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written operating agreement, your LLC is governed by your state's default LLC statute — a generic set of rules drafted for the average business, not yours. In most states, that means equal voting power regardless of how unequal your ownership is, profits split evenly regardless of who contributed more capital, and no defined process for what happens when a member wants out. The consequences are concrete: a minority member with 10% ownership can block decisions that require unanimous consent; a departing member's interest can pass to their estate or creditor with no buyout mechanism in place; and a bank will frequently decline to open a business account without a signed agreement. For multi-member LLCs especially, the absence of a documented buy-sell valuation method turns a routine exit into a $50,000–$200,000 litigation event. This template gives you the structure to define all of these terms at formation — when every member is aligned — rather than negotiating them under pressure when a dispute has already begun.\u003C/p>\n",1781185947729]