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Create Your LLC Operating Agreement Checklist

1. Decide a name for your LLC
2. Principal Office
3. Registered Agent/Office
4. Initial members
5. Decide the ownership interests of each member
6. Decide the amount of capital each member will contribute.
7. Will any members be granted an interest solely for the performance of services?

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The Articles of Organization (in some states this document is called a certificate or organization or certificate of formation) is an organizing document that is filed with the state limited liability company (“LLC”) filing office. An LLC comes into existence when its Articles of Organization are filed with the state LLC filing office. Any person can file the Articles of Organization. This person need not be a member of the LLC. In other words, the Articles of Organization is essentially a formation document that is filed with the state LLC filing office to form an LLC. The Articles of Organization typically contain basic organization information about the LLC, such as:

• The name of the LLC
• The name and addresses of its members and/or managers and its registered agent
• The registered agent’s address (where legal papers can be sent by the state and by persons serving legal process on the LLC)
• Whether the LLC will be managed by its members or selected managers

For the majority of LLCs, no additional information is required in the document.
In contrast, the LLC Operating Agreement is the core document that is referred to when issues concerning the LLC need to be resolved. The LLC Operating Agreement is the most important document for your LLC. The LLC Operating Agreement does not have to be filed with any state agency. The LLC Operating Agreement reflects the agreement among the members with respect to the affairs and management of the LLC and governs the relationship among the members of the LLC. By having an LLC Operating Agreement, the members will be provided with a clear set of rules that all members have agreed upon, greatly reducing the likelihood of disagreement between members in the future.

An LLC Operating Agreement will greatly reduce financial and management misunderstandings, and assure your business is governed by your own rules, not default rules created by your state. The Operating Agreement governs the operation and management of the LLC. It describes the business and economic arrangement of the members. The LLC Operating

Agreement generally specifies, among other things:

• The name of the business
• The official business address
• The name of the members
• The business purpose of the LLC
• Capital accounts
• The withdrawal of Members
• The amount of money or property contributed by the members
• Additional capital contributions
• How disputes among members will be handled
• How the business will be managed
• Conduct of meetings
• Voting
• Rights, duties, and liabilities of the members
• Rights, duties, and liabilities of the managers
• Indemnification of managers
• How cash will be distributed to the members
• How profits and losses will be allocated to the members
• Under what circumstances will members be permitted to transfer their interest to a third-party
• Will the members be granted a “right of first refusal” or a “right of first offer”
• Will the members be granted “Drag-Along” and/or “Tag-Along” rights
• Will the members be provided with “tax distributions”
• The duration of the LLC
• Books and records
• Termination
• Dissolution
• Amendments
• Notice
• Arbitration/Court of Law
• Governing Law

All statutes allow an LLC to adopt an Operating Agreement and will give the Operating Agreement full force and effect. The Operating Agreement will only be enforced against the persons who are parties to the agreement. Therefore, it is extremely important that all members of an LLC sign the Operating Agreement.

The LLC Operating Agreement is the most important LLC document. The LLC Operating Agreement is an unrecorded document which reflects the agreement among the members of the LLC and assures the business is governed by its own rules, not default rules created by the state. On the other hand, the Articles of Organization primarily serves as the document that is filed with the state to form the LLC and is generally not relied upon to establish how the LLC will be operated and managed.


Disclaimer: The information provided in this site is not legal advice, but general information on legal issues commonly encountered. Neither myLLCoperatingagreement.com nor myLLCagreement.com is a law firm and neither is a substitute for an attorney or law firm. This site is not intended to create an attorney-client relationship, and by using myllcoperatingagreement.com or myLLCagreement.com, no attorney-client relationship will be created with myllcoperatingagreement.com or myLLCagreement.com.

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