[{"data":1,"prerenderedAt":529},["ShallowReactive",2],{"document-pllc-operating-agreement-D12979":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":184,"customdescription":6,"mdFm":185,"mdProseHtml":528},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"PLLC OPERATING AGREEMENT This PLLC Operating Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME, 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: The Members whose names and addresses appear in Schedule 1 attached to the present Agreement (\"The Members\"), NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: PURPOSE AND FORMATION Formation: Effective from [SPECIFY EFFECTIVE DATE], the Members form a professional limited liability company under the name [SPECIFY COMPANY NAME] (the \"Company\") on the terms and conditions in this Operating Agreement [the \"Agreement\"]. The Members agree to file with the appropriate agency within the State of [SPECIFY STATE/PROVINCE] charged with processing and maintaining such records, all documentation required for the formation of the Company. The rights and obligations of the Parties are as provided in the relevant law, except as otherwise expressly provided in this Agreement. Name: The business of the Company will be conducted under the name [SPECIFY NAME OF COMPANY] or such other name upon which the Members may unanimously agree. Purpose: The purpose of the Company is to engage in the lawful practice of [SPECIFY PURPOSE OF COMPANY]. Office: The Company will maintain its principal business office within the State of [SPECIFY STATE/PROVINCE] at the following address: [SPECIFY REGISTERED ADDRESS]. Registered Agent: [SPECIFY NAME OF REGISTERED AGENT] is the Company's initial registered agent in the State of [SPECIFY STATE/PROVINCE], and the registered office is located at [SPECIFY REGISTERED OFFICE ADDRESS]. Term: The term of the Company commences on [SPECIFY COMMENCEMENT DATE] and shall continue perpetually unless sooner terminated, as provided in this Agreement. Names and Addresses of Members: The Members' names and addresses are attached as Schedule 1 to this Agreement. Admission of Additional Members: Except as otherwise expressly provided in this Agreement, no additional members may be admitted to the Company through issuance by the company of a new interest in the Company without the prior unanimous written consent of the Members. CAPITAL CONTRIBUTIONS Initial Contributions. The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement. Additional Contributions. No Member shall be obligated to make any additional contribution to the Company's capital without the prior unanimous written consent of the Members. No Interest on Capital Contributions. Members are not entitled to interest or other compensation for or on account of their capital contributions to the Company except to the extent, if any, expressly provided in this Agreement. ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS Profits/Losses: For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2, as amended from time to time in accordance with the applicable law. Distributions: The Members shall determine and distribute available funds annually or at more frequent intervals as they see fit. Available funds, as referred to herein, shall mean the net cash of the Company available after appropriate provision for expenses and liabilities, as determined by the Members. Distributions in liquidation of the Company or in liquidation of a Member's interest shall be made in accordance with the positive capital account balances as determined by the applicable authorities under applicable law. To the extent a Member shall have a negative capital account balance, there shall be a qualified income offset, as set forth under applicable law. No Right to Demand Return of Capital: No Member has any right to any return of capital or other distribution, except as expressly provided in this Agreement. No Member has any drawing account in the Company. INDEMNIFICATION The Company shall indemnify any person who was or is a Party Defendant or is threatened to be made a Party Defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a Member of the Company, manager, employee or agent of the Company, or is or was serving at the request of the Company, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Member determines that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of \"nolo contendere\" or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful. POWERS AND DUTIES OF MEMBERS; LIABILITY INSURANCE Management of Company The Members, within the authority granted by the Act and the terms of this Agreement shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs. Other members, lay directors and officers shall not exercise any authority whatsoever over professional matters related to this professional limited liability company. Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of a Majority in Interest of the Members to manage and operate the business and affairs of the Company. Members of the professional limited liability company agree that all shareholders of the Company are jointly and severally liable for all acts, errors, and omissions of the employees of the Company, except during periods when the Company maintains professional liability insurance that meets the following minimum standards: The insurance, provided by [SPECIFY INSURANCE COMPANY NAME] insures the Company against liability imposed upon the Company by law for damages resulting from any claim made against the Company arising out of the performance of professional services for others by those officers and employees of the Company who are licensed, registered, or certified to practice under this article or by those employees who provide professional services under supervision. The insurance policy insures the Company against liability imposed upon it by law for damages arising out of the acts, errors, and omissions of all nonprofessional employees. The insurance policy is in an amount for each claim of [AMOUNT] and the policy provides for an aggregate maximum limit of liability per year for all claims of [AMOUNT]. The insurance policy also allows for defence reimbursement expenses for licensing board investigations and other proceedings of up to [AMOUNT] per occurrence. ",null,"PLLC Operating Agreement","14",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/pllc-operating-agreement-D12979.png","https://templates.business-in-a-box.com/imgs/250px/12979.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12979.xml",{"title":15,"description":6},"pllc operating agreement",[17,20],{"label":18,"url":19},"Business Plan Kit","/templates/business-plan-kit/",{"label":21,"url":22},"Administration","/templates/business-administration/","PLLC Operating Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12979.png","https://templates.business-in-a-box.com/imgs/600px/12979.png",[27,17,20],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Incorporation & Bylaws","/templates/incorporation-and-bylaws/",[39,43,47,51,55,59,63,67,72,76,80,84,88,104,119,134,149,168],{"label":40,"url":41,"thumb":42,"extension":10},"Operating Agreement","/template/operating-agreement-D12798","https://templates.business-in-a-box.com/imgs/250px/12798.png",{"label":44,"url":45,"thumb":46,"extension":10},"LLC Operating Agreement","/template/llc-operating-agreement-D5209","https://templates.business-in-a-box.com/imgs/250px/5209.png",{"label":48,"url":49,"thumb":50,"extension":10},"Real Estate Operating Agreement","/template/real-estate-operating-agreement-D14043","https://templates.business-in-a-box.com/imgs/250px/14043.png",{"label":52,"url":53,"thumb":54,"extension":10},"Non-Profit Operating Agreement","/template/non-profit-operating-agreement-D14021","https://templates.business-in-a-box.com/imgs/250px/14021.png",{"label":56,"url":57,"thumb":58,"extension":10},"S Corp Operating Agreement","/template/s-corp-operating-agreement-D12800","https://templates.business-in-a-box.com/imgs/250px/12800.png",{"label":60,"url":61,"thumb":62,"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":64,"url":65,"thumb":66,"extension":10},"Equipment Operating Lease","/template/equipment-operating-lease-D1145","https://templates.business-in-a-box.com/imgs/250px/1145.png",{"label":68,"url":69,"thumb":70,"extension":71},"Operating Budget","/template/operating-budget-D13027","https://templates.business-in-a-box.com/imgs/250px/13027.png","xls",{"label":73,"url":74,"thumb":75,"extension":10},"Standard Operating Procedures","/template/standard-operating-procedures-D12673","https://templates.business-in-a-box.com/imgs/250px/12673.png",{"label":77,"url":78,"thumb":79,"extension":10},"Checklist Standard Operating Procedure","/template/checklist-standard-operating-procedure-D13219","https://templates.business-in-a-box.com/imgs/250px/13219.png",{"label":81,"url":82,"thumb":83,"extension":10},"Hotel Standard Operating Procedure","/template/hotel-standard-operating-procedure-D13703","https://templates.business-in-a-box.com/imgs/250px/13703.png",{"label":85,"url":86,"thumb":87,"extension":10},"Restaurant Standard Operating Procedure","/template/restaurant-standard-operating-procedure-D13765","https://templates.business-in-a-box.com/imgs/250px/13765.png",{"description":89,"descriptionCustom":6,"label":90,"pages":91,"size":9,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":97,"keywords":96,"url":103},"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":96,"description":6},"partnership agreement",[98,100],{"label":33,"url":99},"business-legal-agreements",{"label":101,"url":102},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":9,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":113,"keywords":112,"url":118},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. 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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},[129],{"label":130,"url":131},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":135,"descriptionCustom":6,"label":136,"pages":137,"size":9,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":143,"keywords":142,"url":148},"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":142,"description":6},"non disclosure agreement nda",[144,145],{"label":33,"url":99},{"label":146,"url":147},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":150,"descriptionCustom":6,"label":151,"pages":152,"size":9,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":158,"keywords":166,"url":167},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":157,"description":6},"employment agreement_at will employee",[159,162,165],{"label":160,"url":161},"Human Resources","human-resources",{"label":163,"url":164},"Hire an Employee","hire-employee",{"label":33,"url":99},"employment agreement at will employee","/template/employment-agreement-at-will-employee-D541",{"description":169,"descriptionCustom":6,"label":170,"pages":91,"size":9,"extension":10,"preview":171,"thumb":172,"svgFrame":173,"seoMetadata":174,"parents":176,"keywords":175,"url":183},"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":175,"description":6},"buy sell agreement",[177,180],{"label":178,"url":179},"Finance & Accounting","finance-accounting",{"label":181,"url":182},"Buy & Sell Shares","buy-sell-shares","/template/buy-sell-agreement-D12611",false,{"seo":186,"reviewer":197,"legal_disclaimer":201,"quick_facts":202,"at_a_glance":204,"personas":208,"variants":232,"glossary":258,"clauses":294,"how_to_fill":345,"common_mistakes":386,"faqs":411,"industries":439,"comparisons":456,"diy_vs_lawyer":470,"jurisdictions":483,"related_template_ids_curated":504,"schema":515,"classification":516},{"meta_title":187,"meta_description":188,"primary_keyword":189,"secondary_keywords":190},"PLLC Operating Agreement Template (Free Word)","Free PLLC operating agreement template for licensed professionals. Covers ownership restrictions, management, profit sharing, and dissolution. Free Word and PDF download.","pllc operating agreement template",[191,15,192,193,194,195,196],"professional llc operating agreement","operating agreement for licensed professionals","pllc operating agreement template word","professional limited liability company operating agreement","pllc agreement template free","operating agreement for doctors lawyers accountants",{"name":198,"credential":199,"reviewed_date":200},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":203,"legal_review_recommended":201,"signature_required":201,"notarization_required":184},"advanced",{"what_it_is":205,"when_you_need_it":206,"whats_inside":207},"A PLLC Operating Agreement is a legally binding governance document for a Professional Limited Liability Company — an entity structure available in most US states exclusively to licensed professionals such as physicians, attorneys, accountants, and architects. This free Word download covers ownership restrictions, member roles, profit allocations, decision-making authority, transfer restrictions, and dissolution procedures in a single structured template you can edit online and export as PDF.\n","Use it when forming or formalizing a PLLC with one or more licensed co-owners, when adding or removing a member whose license status has changed, or when your state licensing board or a lender requests a copy of your governing document.\n","Licensed-member restrictions and license verification requirements, capital contributions and percentage interests, management structure (member-managed or manager-managed), profit and loss allocations, transfer and admission restrictions tied to licensure, professional liability and indemnification provisions, and dissolution and winding-up procedures.\n",[209,213,217,221,225,229],{"title":210,"use_case":211,"icon_asset_id":212},"Physicians and medical group partners","Formalizing ownership and governance among licensed doctor co-owners","persona-healthcare-professional",{"title":214,"use_case":215,"icon_asset_id":216},"Attorneys forming a law firm PLLC","Establishing profit-sharing, management authority, and exit procedures among bar-admitted partners","persona-lawyer",{"title":218,"use_case":219,"icon_asset_id":220},"CPAs and accounting firm founders","Documenting equity splits and licensure requirements for a multi-partner CPA practice","persona-accountant",{"title":222,"use_case":223,"icon_asset_id":224},"Architects and engineers","Governing a design or engineering firm where state law limits ownership to licensed practitioners","persona-architect",{"title":226,"use_case":227,"icon_asset_id":228},"Mental health and therapy practice owners","Structuring ownership and liability protection for a licensed-counselor group practice","persona-therapist",{"title":230,"use_case":231,"icon_asset_id":212},"Dentists and dental group partners","Setting capital contribution rules and buyout terms for a multi-dentist PLLC",[233,237,240,244,247,251,255],{"situation":234,"recommended_template":235,"slug":236},"Single licensed professional forming a solo PLLC","Single-Member PLLC Operating Agreement","pllc-operating-agreement-D12979",{"situation":238,"recommended_template":239,"slug":236},"Two or more licensed professionals forming a multi-member practice","PLLC Operating Agreement (Multi-Member)",{"situation":241,"recommended_template":242,"slug":243},"General professional partnership without LLC protection","Professional Partnership Agreement","partnership-agreement-D12551",{"situation":245,"recommended_template":44,"slug":246},"Standard LLC with no professional licensing restrictions","llc-operating-agreement-D5209",{"situation":248,"recommended_template":249,"slug":250},"Professional corporation instead of PLLC","Professional Corporation Shareholder Agreement","loan-agreement-stockholder-to-corporation-D418",{"situation":252,"recommended_template":253,"slug":254},"Adding a new licensed member to an existing PLLC","LLC Membership Interest Purchase Agreement","llc-membership-interest-purchase-agreement-D5208",{"situation":256,"recommended_template":257,"slug":254},"Separating from a PLLC and transferring your membership interest","LLC Membership Interest Transfer Agreement",[259,262,265,268,271,274,277,280,283,286,289,292],{"term":260,"definition":261},"PLLC (Professional Limited Liability Company)","A state-authorized LLC variant restricted to licensed professionals in specified fields, combining liability protection with professional practice requirements.",{"term":263,"definition":264},"Licensed Member","A member of a PLLC who holds a current, valid professional license required by the state in which the PLLC provides services.",{"term":266,"definition":267},"Professional Services","Services that require a state-issued occupational license to perform legally — such as medicine, law, accounting, dentistry, or architecture.",{"term":269,"definition":270},"Membership Interest","An owner's percentage ownership in the PLLC, entitling them to a corresponding share of profits, losses, and distributions.",{"term":272,"definition":273},"Capital Contribution","Cash, property, or services contributed by a member in exchange for their ownership percentage at formation or upon admission.",{"term":275,"definition":276},"Manager-Managed PLLC","A PLLC structure in which one or more designated managers — who must also be licensed members in most states — hold authority to bind the entity.",{"term":278,"definition":279},"Member-Managed PLLC","A PLLC structure in which all licensed members share management authority and can act on behalf of the entity.",{"term":281,"definition":282},"Buy-Sell Provision","A clause that governs how a departing, deceased, or license-revoked member's interest is valued and transferred to remaining members.",{"term":284,"definition":285},"License Revocation Trigger","A contractual event that automatically restricts or terminates a member's ownership rights when their professional license is suspended or revoked.",{"term":287,"definition":288},"Indemnification","A contractual obligation requiring the PLLC or its members to cover legal costs and damages arising from acts within the scope of the agreement.",{"term":290,"definition":291},"Dissolution","The formal winding-up of the PLLC's business, including settling liabilities, distributing remaining assets, and filing termination paperwork with the state.",{"term":40,"definition":293},"The primary governance document of an LLC or PLLC that controls member rights, management authority, financial allocations, and exit procedures — analogous to bylaws in a corporation.",[295,300,305,310,315,320,325,330,335,340],{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Licensed membership requirement","Restricts ownership to individuals who hold a valid, current professional license in the applicable field and jurisdiction — and requires members to maintain that license as a condition of continued ownership.","Each Member shall, at all times during their membership, hold a valid, current license to practice [PROFESSION] issued by [STATE] [LICENSING AUTHORITY]. Any Member whose license is suspended, revoked, or allowed to lapse shall be deemed to have triggered a Mandatory Purchase Event under Section [X].","Failing to specify which license and which licensing authority governs eligibility. Vague language like 'appropriately licensed' creates disputes when a member holds a license in a different state or specialty.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Formation, term, and principal office","Records the PLLC's legal name, state of formation, registered agent, principal office address, and the indefinite or fixed term of the entity's existence.","[PLLC NAME], a Professional Limited Liability Company formed under the laws of [STATE], shall maintain its principal office at [ADDRESS] and its registered agent at [REGISTERED AGENT NAME AND ADDRESS]. The term of the Company shall be perpetual unless dissolved in accordance with this Agreement.","Using a trade or DBA name instead of the exact registered legal name. Discrepancies between the operating agreement and state formation documents create filing and enforcement complications.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Capital contributions and membership interests","Records each member's initial capital contribution — cash, property, or prior practice goodwill — and their resulting ownership percentage.","The initial capital contributions and Membership Interests of the Members are set forth in Schedule A attached hereto. [MEMBER NAME]: $[AMOUNT] / [X]% Interest. No Member is required to make additional capital contributions without unanimous written consent.","Omitting goodwill or existing patient/client list valuations from the contribution schedule. Undocumented contributions create tax and ownership disputes when a founding member later exits.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Allocation of profits, losses, and distributions","Sets out how net income and losses are allocated among members — typically pro rata to membership interests — and the conditions and timing for cash distributions.","Profits and Losses of the Company shall be allocated among the Members in proportion to their respective Membership Interests as set forth in Schedule A. Distributions shall be made at such times and in such amounts as determined by [unanimous vote / majority vote] of the Members, provided the Company retains sufficient reserves to meet operating obligations.","Using a fixed-dollar distribution schedule instead of a formula-based one. Fixed amounts become unworkable as practice revenue fluctuates, requiring constant amendments.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Management authority and voting","Designates whether the PLLC is member-managed or manager-managed, defines each manager's authority, and sets the voting thresholds required for routine versus major decisions.","The Company shall be [Member-Managed / Manager-Managed]. [If Manager-Managed:] [MANAGER NAME(S)] are hereby designated as Manager(s) and shall have authority to bind the Company in the ordinary course of business. The following actions require [unanimous / supermajority of X%] Member approval: [LIST MAJOR DECISIONS].","Granting a single managing member unlimited authority with no consent requirements for major decisions. This creates personal liability exposure and enables unilateral decisions — such as taking on debt or selling assets — that other members never agreed to.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Transfer restrictions and admission of new members","Prohibits transfers of membership interests to unlicensed persons and requires the consent of existing members before any new member is admitted — preserving the licensed-only ownership structure.","No Member may Transfer all or any portion of their Membership Interest to any person who does not hold a valid license to practice [PROFESSION] in [STATE]. Any proposed Transfer requires prior written consent of Members holding at least [X]% of the outstanding Membership Interests. An unlicensed transferee shall have no right to become a substituted Member.","Including a standard LLC transfer-restriction clause without adding the licensure requirement for incoming transferees. A general right-of-first-refusal clause does nothing to prevent an unlicensed heir or estate from inheriting a membership interest.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"License revocation and mandatory buyout","Triggers a mandatory purchase of a member's interest if their license is suspended, revoked, or not renewed — protecting the PLLC's compliance status and the remaining members.","Upon the suspension or revocation of a Member's professional license, the Company shall have the right to purchase such Member's Membership Interest at the Buyout Price (as defined in Section [X]) within [90] days of notice of such event. During this period, the affected Member shall have no right to vote or receive distributions.","Setting no timeline for the mandatory buyout after a license event. Without a deadline, the unlicensed former member retains economic rights and the PLLC may violate state licensing statutes for every day the ownership structure is out of compliance.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Professional liability and indemnification","Clarifies that personal liability for a member's own professional malpractice is not shielded by the PLLC structure, defines what the entity will indemnify, and requires members to maintain adequate professional liability insurance.","Each Member acknowledges that the liability protection afforded by the Company does not extend to claims arising from that Member's own professional negligence, malpractice, or misconduct. The Company shall indemnify Members for acts taken in good faith within the scope of their duties, except for acts constituting gross negligence, fraud, or willful misconduct. Each Member shall maintain professional liability insurance of not less than $[MINIMUM AMOUNT] per occurrence.","Treating a PLLC exactly like a standard LLC for liability purposes. A PLLC shields members from each other's malpractice but does not protect the individual practitioner from their own professional negligence — and omitting this distinction creates false expectations.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Dissolution, winding up, and termination","Establishes the conditions that trigger dissolution — voluntary, judicial, or regulatory — and the order in which the PLLC's assets are distributed after paying creditors.","The Company shall be dissolved upon: (a) unanimous written consent of all Members; (b) entry of a judicial dissolution decree; or (c) the occurrence of any event requiring dissolution under [STATE] law. Upon dissolution, assets shall be applied in the following order: (i) creditors, including Members who are creditors; (ii) Members in respect of unpaid distributions; (iii) Members in proportion to their Membership Interests.","Failing to address what happens when all members lose their licenses simultaneously — leaving the PLLC legally unable to operate with no pre-agreed wind-down procedure.",{"name":341,"plain_english":342,"sample_language":343,"common_mistake":344},"Governing law and dispute resolution","Specifies which state's law governs the agreement and how disputes among members are resolved — binding arbitration, mediation first, or litigation.","This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE]. Any dispute arising out of or relating to this Agreement shall first be submitted to non-binding mediation administered by [MEDIATOR / SERVICE]. If mediation fails, disputes shall be resolved by binding arbitration under the rules of [AAA / JAMS] in [CITY, STATE].","Choosing a governing state that differs from where the PLLC is formed and operates. PLLC statutes are state-specific — applying the law of a non-formation state can invalidate key provisions, including the licensed-membership requirement itself.",[346,351,356,361,366,371,376,381],{"step":347,"title":348,"description":349,"tip":350},1,"Confirm PLLC eligibility for your profession and state","Verify that your state authorizes a PLLC for your specific profession and that all intended members hold valid licenses in that state. Not all states permit PLLCs, and eligible professions vary — some states restrict the structure to healthcare providers only.","Check your state's Secretary of State website and licensing board website on the same day — formation rules and licensing rules are maintained by separate agencies and can diverge.",{"step":352,"title":353,"description":354,"tip":355},2,"Enter the PLLC's legal name, state, and registered agent","Insert the exact registered name as it appears on your Articles of Organization, your state of formation, your registered agent's full name and address, and the principal office address. These must match your state filing documents exactly.","Most states require the words 'Professional Limited Liability Company' or 'PLLC' in the entity name — confirm the required suffix before filing.",{"step":357,"title":358,"description":359,"tip":360},3,"Complete Schedule A with capital contributions and ownership percentages","List each member's name, license number, license expiration date, capital contribution amount or description, and resulting membership interest percentage. Percentages must total exactly 100%.","If a founding member is contributing an existing client list, patient base, or practice goodwill, have a CPA value it before signing — this becomes the tax basis for their capital account.",{"step":362,"title":363,"description":364,"tip":365},4,"Choose member-managed or manager-managed structure","Select the management structure and, if manager-managed, name the initial manager(s) and define their authority. List the specific decisions that require full member approval — typically taking on debt, adding members, selling assets, or amending the agreement.","In most states, managers of a PLLC must also be licensed members. Confirm this restriction before designating any manager.",{"step":367,"title":368,"description":369,"tip":370},5,"Set profit allocation and distribution rules","Confirm whether profits and losses are allocated strictly in proportion to membership interests or on a modified basis (e.g., reflecting productivity or origination). Set the timing and conditions for distributions — monthly, quarterly, or by member vote — and define minimum reserve requirements.","If members have different compensation structures (salary versus distribution draws), document both in the agreement to prevent year-end disputes over what counts as compensation versus profit sharing.",{"step":372,"title":373,"description":374,"tip":375},6,"Define the license revocation trigger and buyout mechanics","Set the triggering events (suspension, revocation, failure to renew), the buyout timeline (typically 60–90 days), and the valuation method for the departing member's interest — book value, EBITDA multiple, or an independent appraisal process.","Include a sunset period of 15–30 days before the trigger formally activates to allow for inadvertent license lapses — such as a renewal form delayed in processing — to be cured without triggering a full buyout.",{"step":377,"title":378,"description":379,"tip":380},7,"Insert professional liability insurance minimums","State the minimum per-occurrence and aggregate professional liability (malpractice) coverage each member must maintain. Reference your state licensing board's minimums as a floor, then consider whether your practice's risk profile warrants higher limits.","Include a requirement that each member provide proof of coverage annually and name the PLLC as an additional insured where permitted by the policy.",{"step":382,"title":383,"description":384,"tip":385},8,"Execute the agreement before beginning operations","All members must sign the agreement before the PLLC begins providing professional services. Some states require the operating agreement to be submitted to the licensing board at formation. Attach executed copies of each member's current license as an exhibit.","Use dated signatures and have each member initial Schedule A separately — this creates a clear record that every member reviewed and accepted the ownership and contribution terms.",[387,391,395,399,403,407],{"mistake":388,"why_it_matters":389,"fix":390},"Using a standard LLC operating agreement without licensure restrictions","A standard LLC agreement does not restrict ownership to licensed members. If an unlicensed person acquires an interest — through inheritance, divorce, or assignment — the PLLC may lose its authorized status and face regulatory action.","Replace all generic membership transfer clauses with PLLC-specific provisions requiring every member to hold a valid professional license and restricting transfers to licensed individuals only.",{"mistake":392,"why_it_matters":393,"fix":394},"Setting no buyout timeline after a license revocation event","Without a deadline, a member whose license is revoked retains economic and potentially voting rights indefinitely, putting the entire PLLC out of compliance with state licensing statutes.","Set an explicit deadline — typically 60 to 90 days from the triggering event — for the buyout to be completed, with distributions suspended to the affected member during that window.",{"mistake":396,"why_it_matters":397,"fix":398},"Omitting goodwill and client lists from the capital contribution schedule","Undocumented non-cash contributions create disputes about each founder's true ownership stake at exit and generate IRS scrutiny over the tax basis of the contributing member's capital account.","Have a CPA or business valuator assign a dollar value to any contributed goodwill, patient list, or existing practice assets before execution and include the figure in Schedule A.",{"mistake":400,"why_it_matters":401,"fix":402},"Treating PLLC liability protection as a shield against personal malpractice claims","Practitioners who believe they are personally protected from their own malpractice may carry insufficient insurance or take on higher-risk engagements — exposing them to personal judgments that exceed policy limits.","Include an explicit clause stating that the PLLC structure does not shield any member from personal liability for their own professional negligence, and require minimum malpractice coverage levels in the agreement.",{"mistake":404,"why_it_matters":405,"fix":406},"Choosing a governing state that differs from the formation state","PLLC eligibility, licensed-ownership requirements, and dissolution rules are creatures of state statute. Applying the law of a different state can void the licensure provisions that define the PLLC structure.","Always designate the state in which the PLLC was formed and primarily operates as the governing law — confirm that state's PLLC statute covers your profession before proceeding.",{"mistake":408,"why_it_matters":409,"fix":410},"No procedure for the simultaneous loss of all members' licenses","If all members lose their licenses at the same time — due to a regulatory action affecting the entire practice — the PLLC is legally unable to operate with no pre-agreed wind-down plan, leaving the entity in statutory limbo.","Add a dissolution trigger that activates automatically if the PLLC has no licensed member for more than 30 consecutive days, with a defined winding-up procedure and asset distribution sequence.",[412,415,418,421,424,427,430,433,436],{"question":413,"answer":414},"What is a PLLC operating agreement?","A PLLC operating agreement is the primary governance document for a Professional Limited Liability Company — an LLC variant available in most US states exclusively to licensed professionals such as doctors, lawyers, accountants, and architects. It defines who may own the entity (licensed members only), how profits are shared, how management decisions are made, and what happens when a member loses their professional license. Without one, the PLLC is governed by default state statutes, which rarely address the profession-specific issues that make PLLCs distinct from standard LLCs.\n",{"question":416,"answer":417},"What is the difference between a PLLC and a standard LLC?","The key distinction is ownership eligibility. A standard LLC allows any person or entity to hold a membership interest. A PLLC restricts ownership to individuals who hold a valid professional license in the applicable field — typically in the same state where the entity operates. PLLCs also typically do not shield a member from personal liability for their own professional malpractice, though they do protect members from each other's malpractice claims. The specific rules vary by state and profession.\n",{"question":419,"answer":420},"Do all states recognize PLLCs?","No. Most US states authorize PLLCs, but a handful — including California — do not recognize the structure. In those states, licensed professionals typically use a Professional Corporation (PC) or a general professional partnership instead. The professions eligible to form a PLLC also vary by state: some states limit the structure to healthcare providers; others extend it to attorneys, accountants, engineers, and architects. Confirm your state's PLLC statute before forming the entity.\n",{"question":422,"answer":423},"Is a PLLC operating agreement required by law?","Most states do not technically require a written operating agreement to form a PLLC, but operating without one is a significant risk. Some state licensing boards require a copy of the governing document as part of the entity registration process for professional practices. Without a written agreement, ownership disputes, profit-sharing disagreements, and license revocation events are resolved by default statutory rules that are rarely appropriate for professional practice structures.\n",{"question":425,"answer":426},"Can an unlicensed person own part of a PLLC?","Generally no. Most states expressly prohibit unlicensed persons from holding a membership interest in a PLLC. Some states permit passive investment by unlicensed persons up to a capped percentage (e.g., 49% in certain healthcare PLLCs), but this is the exception rather than the rule. The operating agreement must include explicit transfer restrictions that prevent membership interests from passing to unlicensed individuals through sale, inheritance, or divorce settlement.\n",{"question":428,"answer":429},"What happens to a PLLC member's interest when their license is revoked?","A well-drafted operating agreement triggers a mandatory buyout of the revoked member's interest within a defined window — typically 60 to 90 days. During that period, the member's voting rights and distributions are suspended. If no buyout mechanism is specified, the PLLC may be out of statutory compliance for every day the unlicensed person retains an interest, exposing remaining members to regulatory action. Some state statutes require automatic forfeiture of a revoked member's interest regardless of what the agreement says.\n",{"question":431,"answer":432},"Does a PLLC protect me from malpractice lawsuits?","A PLLC shields each member from personal liability for the professional malpractice of other members — if your partner is sued for negligence, your personal assets are generally protected. However, it does not protect you from liability for your own professional negligence. You remain personally responsible for your own malpractice, which is why professional liability (malpractice) insurance is typically required by both state licensing boards and a well-drafted PLLC operating agreement.\n",{"question":434,"answer":435},"How is a PLLC operating agreement different from a partnership agreement?","A partnership agreement governs an unincorporated professional partnership, where each partner typically carries unlimited personal liability for the firm's debts and other partners' professional misconduct. A PLLC operating agreement governs a state-registered entity that provides liability protection from co-members' malpractice and separates the practice's debts from members' personal assets. PLLCs also offer pass-through taxation, whereas professional corporations are subject to entity-level tax in most structures.\n",{"question":437,"answer":438},"Do I need a lawyer to prepare a PLLC operating agreement?","For a single-member PLLC with straightforward needs, a well-structured template reviewed by a licensed attorney for state-specific compliance is typically sufficient. For multi-member PLLCs with complex profit-sharing arrangements, significant goodwill contributions, or practices in heavily regulated fields such as medicine or law, engaging an attorney with professional entity formation experience is strongly recommended. PLLC statutes vary materially by state, and an error in the licensure or transfer-restriction provisions can invalidate the entity's authorized status.\n",[440,444,448,452],{"industry":441,"icon_asset_id":442,"specifics":443},"Healthcare and medical practices","industry-healthtech","Physician ownership restrictions, medical board licensure requirements, mandatory malpractice coverage minimums, and Stark Law compliance references for self-referral arrangements.",{"industry":445,"icon_asset_id":446,"specifics":447},"Legal services","industry-professional-services","Bar admission requirements for all members, state bar ethical rules on fee-sharing with non-lawyers, and client conflict provisions triggered by a departing partner.",{"industry":449,"icon_asset_id":450,"specifics":451},"Accounting and financial advisory","industry-fintech","CPA licensure and peer-review compliance requirements, SEC independence rules for audit practices, and buy-sell provisions calibrated to client-list valuation multiples.",{"industry":453,"icon_asset_id":454,"specifics":455},"Architecture and engineering","industry-construction","State stamping and seal requirements tied to a licensed member's continued ownership, professional liability coverage for design errors, and project completion obligations upon member departure.",[457,460,463,467],{"vs":44,"vs_template_id":458,"summary":459},"llc-operating-agreement-D12978","A standard LLC operating agreement does not restrict ownership to licensed members and contains no license revocation triggers or profession-specific liability provisions. If your business requires all owners to hold a professional license — and your state authorizes a PLLC for your profession — the PLLC operating agreement is legally required. Using a standard LLC agreement for a professional practice can result in unauthorized practice liability and regulatory sanctions.",{"vs":242,"vs_template_id":461,"summary":462},"partnership-agreement-D128","A professional partnership agreement governs an unincorporated firm where partners carry unlimited personal liability for firm debts and co-partner misconduct. A PLLC operating agreement creates a registered state entity that shields members from each other's malpractice and separates practice debts from personal assets. Professionals seeking liability protection and pass-through taxation generally prefer a PLLC structure over a general partnership.",{"vs":464,"vs_template_id":465,"summary":466},"Shareholder Agreement (Professional Corporation)","shareholders-agreement-D12664","A professional corporation shareholder agreement governs a PC — a corporate entity available to licensed professionals in states that do not authorize PLLCs. PCs are subject to entity-level tax at the corporate rate unless an S-Corp election is made, while PLLCs offer default pass-through taxation. The governance mechanics — share transfers, buyouts, and licensure requirements — are similar, but the underlying entity law and tax treatment differ materially.",{"vs":468,"vs_template_id":458,"summary":469},"Single-Member LLC Operating Agreement","A single-member LLC operating agreement is appropriate for a solo practitioner seeking liability protection without co-owners. It lacks multi-member provisions such as profit allocation formulas, voting thresholds, and buyout mechanics. Once a second licensed professional joins the practice, a multi-member PLLC operating agreement is required to govern the ownership relationship.",{"use_template":471,"template_plus_review":475,"custom_drafted":479},{"best_for":472,"cost":473,"time":474},"Single-member PLLCs or small two-member practices in states with straightforward PLLC statutes","Free","1–2 hours",{"best_for":476,"cost":477,"time":478},"Multi-member PLLCs, practices with unequal capital contributions, or professionals in regulated fields such as medicine or law","$500–$1,500 for attorney review and state-specific customization","3–7 days",{"best_for":480,"cost":481,"time":482},"Large group practices, PLLCs with complex buyout or goodwill valuation terms, or multi-state professional operations","$2,000–$6,000+","2–4 weeks",[484,489,494,499],{"code":485,"name":486,"flag_asset_id":487,"note":488},"us","United States","flag-us","PLLCs are authorized in most but not all states — California does not recognize the structure. Eligible professions, ownership restrictions, and naming requirements vary by state. Some states require the operating agreement to be filed with or approved by the relevant licensing board at formation. California licensed professionals typically use a Professional Corporation instead.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"ca","Canada","flag-ca","Canada does not have a PLLC structure equivalent. Licensed professionals in Canada typically practice through a Limited Liability Partnership (LLP) or a Professional Corporation (PC) authorized under provincial legislation. Ontario, Alberta, and British Columbia each have distinct professional corporation statutes governing ownership eligibility and licensing requirements. Quebec professionals follow civil law rules under the Companies Act and professional codes.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"uk","United Kingdom","flag-uk","The UK does not use the PLLC designation. Licensed professionals typically practice through a Limited Liability Partnership (LLP) governed by the Limited Liability Partnerships Act 2000, or through a private limited company where permitted by the relevant professional body. Solicitors, accountants, and architects each have distinct Solicitors Regulation Authority, ICAEW, and ARB rules governing entity ownership and management structures.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"eu","European Union","flag-eu","The EU has no unified professional LLC structure. Member states each govern professional entity forms independently — France uses the Société d'Exercice Libéral (SEL), Germany uses the Partnerschaftsgesellschaft (PartG), and Spain uses the Sociedad Profesional. GDPR obligations are relevant for practices handling patient or client personal data. Professionals operating across member state borders must also consider the EU Professional Qualifications Directive for cross-border license recognition.",[246,243,505,506,507,508,509,510,511,512,513,514],"shareholders-agreement-D1016","independent-contractor-agreement-D160","non-disclosure-agreement-nda-D12692","employment-agreement-at-will-employee-D541","buy-sell-agreement-D12611","business-plan-template-D12528","articles-of-incorporation-not-for-profit-organization-D999","joint-venture-agreement-D889","professional-services-agreement-D13277","general-non-compete-agreement-D882",{"emit_how_to":201,"emit_defined_term":201},{"primary_folder":99,"secondary_folder":517,"document_type":518,"industry":519,"business_stage":520,"tags":521,"confidence":527},"incorporation-and-bylaws","agreement","general","startup",[522,523,524,525,526],"governance","incorporation","pllc","operating-agreement","llc-formation",0.95,"\u003Ch2>What is a PLLC Operating Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>PLLC Operating Agreement\u003C/strong> is the primary governance document for a Professional Limited Liability Company — a state-authorized entity structure that limits ownership exclusively to individuals holding a valid professional license in the relevant field, such as medicine, law, accounting, dentistry, or architecture. Unlike a standard LLC operating agreement, it includes profession-specific provisions: license verification requirements for all members, automatic triggers when a member's license is suspended or revoked, and transfer restrictions that prevent membership interests from passing to unlicensed persons through sale, inheritance, or court order. The agreement establishes capital contributions and ownership percentages, management authority, profit allocations, and a wind-down procedure — all calibrated to the licensing compliance obligations that define the PLLC structure.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating a professional practice as a PLLC without a written governing agreement exposes every licensed member to compounding risk. Without documented license revocation triggers and a buyout timeline, a single revoked license can leave the PLLC out of statutory compliance indefinitely — while the unlicensed former member retains economic rights and the remaining members face potential regulatory action. Without explicit transfer restrictions, a membership interest can pass to an unlicensed heir or divorcing spouse, threatening the practice's authorized status with the state licensing board. Profit-sharing disputes and exit disagreements resolved by default state LLC statutes rarely reflect how a professional practice actually operates. This template gives licensed professionals a starting point that addresses every one of these gaps — with clause-level prompts that prevent the most common compliance failures before they reach a licensing board or a courtroom.\u003C/p>\n",1781185955361]