This LLC Operating Agreement has come into effect on mm/dd/yyyy and shall outline the conduct of business and affairs of the Limited Liability Company titled ABC Inc. The individuals listed below are the members of this LLC and shall be bound by the terms and conditions contained in this LLC operating Agreement.
For the purpose of this LLC Operating Agreement, the term LLC shall apply to ABC Inc. The term ‘members’ shall apply to the individuals who have contributed to the company and are its owners.
1. General Provisions of the LLC
According to LLC Operating Agreements, the following list contains the general details regarding the LLC.
The company came into effect on dd/mm/yyyy and its articles of association were filed on the same date with the relevant state office.
1.2 Business Objective
The LLC Operating agreement provides that the LLC has been created with the business objective of making profits by producing XXX items. The functioning, management and execution of transactions of the LLC shall be lawful.
1.3 Head Office Address
The LLC is located at the following address, which is the head office of the LLC.
2. Rights, Duties and Obligations of Members
According LLC Operating Agreements, clarity has to be provided as to the members and their duties and obligations. This is contained in this section.
2.1 Information relating to the members, their names, addresses, initial capital contribution and LLC units assigned are contained in the Annexure in Exhibit A of this LLC Operating Agreement
2.2 New Members
New members may be admitted into the LLC with the approval of a majority of the existing members.
2.3 Limited Liability Clause
As with most LLC Operating Agreements, the members shall in no way be liable for any debts, losses, payments or dues outside of the funds within the LLC. However should a member choose to provide a personal guarantee for a debt, he may do so at his own will.
2.4 Transfer of Members LLC Units
The LLC Operating Agreement allows transfer of LLC units under the following conditions:
2.4.1 The transfer is to individuals who are already members of the LLC
2.4.2 The transfer is to an individual outside the LLC with the approval of a majority of the LLC members.
2.5 Resignation of a Member
According to the LLC operating agreement, a member may choose to resign and surrender all his units of LLC at any time after providing 60 days notice to the other LLC members. He will receive in return for his LLC units the entire balance of his capital account along with any accumulations. In case of negative capital balance, the resigning member shall have to pay the difference to the LLC.
2.6 Removal of a Member
According to LLC Operating agreements, clarity should be provided as to the occasion in which a member can be removed from the LLC. In this agreement, a member can be removed if he fails to perform his duties or defaults on his capital contribution. In both cases, a majority vote is required to implement the removal.
3. Management Duties and Responsibilities
The LLC operating agreement provides that the LLC shall be managed by the members who have been allocated tasks and responsibilities as contained in Exhibit B of the Annexure to this document. This is liable to change at any time and can be implemented through the passage of relevant resolutions.
4. Details Relating to Capital Structure
The terms of LLC Operating Agreements outline the capital structure and associated voting rights.
4.1 Capital Structure – Each LLC unit shall enjoy a single voting right.
4.2 Number of Units – The members of the LLC shall each receive 100 LLC units and an equal voting right.
4.3 Contribution from Members – Details relating to the capital contribution from each member is outlined in Exhibit A of this LLC Operating Agreement.
4.4 Introduction of Fresh Capital – Members may contribute additional funds to the LLC but this LLC operating agreement does not require them to do so. Funds can also be raised through the sale of LLC units to new members only on obtaining a majority from existing members
4.5 Withdrawal of Funds – The terms of the LLC Operating Agreement specify that withdrawal of funds is prohibited excepted in the case of resignation of a member or liquidation of the company.
This LLC Operating Agreement has provided the terms relating to conduct and management of the LLC and all members agree to be bound by them.