LLC Multiple Members Operating Agreement Template

Business-in-a-Box's LLC Multiple Members Operating Agreement Template

Document content

This llc multiple members operating agreement template has 12 pages and is a MS Word file type listed under our legal agreements documents.

Sample of our llc multiple members operating agreement template:

MULTIPLE MEMBERS LLC OPERATING AGREEMENT This Multiple Members LLC Operating Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] ("LLC"/"Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [MEMBER NAMES] (the "Member/Members"), members of a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Upon valuable consideration, the Persons referred to as "Members" hereby covenant and agree to be bound to the following as their LLC Operating Agreement. DEFINITIONS "LLC" means "Limited Liability Company." "LLC Units" or "Units" means measures of ownership in the LLC. The capital structure of the LLC shall consist of Units all of the same class with equal rights for all purposes under this Operating Agreement. "LLC Unit Percentage" means, with respect to an LLC Member, the percentage derived from the following fraction: number of LLC Units held by such Member divided by the total number of LLC Units held by all Members (and, thereafter, multiplying said fraction by 100 to arrive at a percentage). "State/Provincial Law" means the laws of the State/Province of (______________________). "Vote in interest of LLC Members" means a vote of the LLC Members in which each LLC Member shall have one vote per LLC Unit possessed, for example, a Member possessing 150 LLC Units would have 150 votes in interest. "Supermajority vote in interest of LLC Members" means a vote of the LLC Members in which each LLC Member shall have one vote per LLC Unit possessed and the number of affirmative votes for any resolution before the Members shall be more than (________) % of the outstanding LLC Units. For example, if there are 1000 outstanding LLC Units, (________) affirmative votes are required to achieve a Supermajority vote in interest upon a resolution before the Members. GENERAL PROVISIONS Formation Articles of Organization either already have been filed with the appropriate state office or shall shortly be done so. The Members shall execute or cause to be executed all other instruments, certificates, notices and documents as may now or hereafter be required for the formation, valid existence, and, when appropriate, termination of the LLC as a Limited Liability Company under provincial/state laws. Company Name The name of the LLC is (_____________________) or such other name or names as may be selected by the Members from time to time, and its business shall be carried on in such name with such variations and changes as the Members deem prudent. Purpose of LLC The purpose of the LLC is to engage in any lawful act or activity for which a Limited Liability Company may be organized under provincial/state laws, including, but not limited to, making lots of money. Place of Business The business address of the LLC shall be determined by the Members. The LLC may from time to time have such other place or places of business, within or without the province/state, as the Members may decide. Registered Agent The registered agent of the LLC shall be determined by the Members, who shall also possess the power to remove or replace a currently serving LLC registered agent. Business Transaction of a Member with the Company A Member may lend money to, borrow money from, act as surety, guarantor or endorser for, guarantee or assume one or more obligations of, provide collateral for, and transact other business with the LLC, and, subject to applicable law, shall have the same rights and obligations with respect to any such matter as a Person who is not a Member. Company Property No real or other property of the LLC shall be deemed to be owned by any Member individually but shall be owned by and title shall be vested solely in the LLC. No Term to Existence The LLC's existence shall commence on the date of the filing of the Articles of Organization with the appropriate state office, and, thereafter, the LLC's existence shall be perpetual without term. Accounting Period The close of the LLC's year for financial statement and federal income tax purposes shall be as determined by the Members. MEMBERS Members The name, initial capital contribution, LLC Units and LLC Unit Percentage of the Members are set forth in the below table, which shall be amended from time to time to reflect the admission of new Members. MEMBER NAME INITIAL CONTRIBUTION LLC UNITS LLC UNIT % Admission of New Members New Members may be admitted to the LLC by an affirmative Supermajority vote in interest of LLC Members. No Liability of Members All debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC, and no Member shall be obligated personally for any such debt, obligation or liability of the LLC solely by reason of being a Member. This section does not prevent an LLC Member, should he or she so choose, from separately agreeing to guarantee or otherwise become liable for a debt which is also one of the LLC. Access to Books and Records of LLC Each LLC Member shall have the right to inspect the books and records of the LLC during normal business hours after the giving of reasonable notice of this intent to the LLC custodian of said documents and information; however, each Member gaining access to the books and records of the LLC shall hold this information confidential and only use LLC information for the furtherance of LLC business and interests or for making investment decisions regarding the Member's LLC interest. Upon withdrawal or departure as a Member of an LLC, a Member shall deliver all LLC books and records in his or her possession to the remaining LLC Members or Managers. Actions by the Members, Meetings, Quorum The LLC Members may take any action at a meeting in person, by proxy, or without a meeting by written resolution. Meetings of LLC Members may be conducted in person or by telephone conference. A voting proxy given by an LLC Member to another Person must be in writing. Voting Each LLC Member shall be entitled to vote upon all matters for which LLC Members have the right to vote. All LLC Member votes shall be tallied by interest under which each Member shall be entitled to one vote for each LLC Unit possessed (for example, a Member possessing 150 LLC Units shall be entitled to 150 votes upon any matter submitted to the LLC Members for a vote). Each vote per LLC Unit shall carry the same weight and have the same value, for voting purposes, as every other LLC Unit. Should state law create statutory situations where LLC Member votes are to be taken on a one vote per Member basis, votes per Member (as opposed to per LLC Unit interest) shall be limited to those specific circumstances under which state law requires such a vote. Unless another percentage is given elsewhere in this Operating Agreement or by state law, all LLC Member votes on any matter shall require an affirmative vote in interest by LLC Members of LLC Units in excess of 50% of the outstanding total to pass or approve the motion, resolution, or otherwise take action by the LLC Members. For example, if there are 1000 LLC Units outstanding, a vote of 501 LLC Units in favor of a resolution is required for its passage, unless the resolution involves a matter for which this Operating Agreement or state law requires a higher percentage. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if Members with the percentage of votes (per LLC Units) sufficient to approve the action pursuant to the terms of this Agreement resolve thereto in writing, and the writing or writings are filed with the LLC records of actions taken by Members

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Document content

This llc multiple members operating agreement template has 12 pages and is a MS Word file type listed under our legal agreements documents.

Sample of our llc multiple members operating agreement template:

MULTIPLE MEMBERS LLC OPERATING AGREEMENT This Multiple Members LLC Operating Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] ("LLC"/"Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [MEMBER NAMES] (the "Member/Members"), members of a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Upon valuable consideration, the Persons referred to as "Members" hereby covenant and agree to be bound to the following as their LLC Operating Agreement. DEFINITIONS "LLC" means "Limited Liability Company." "LLC Units" or "Units" means measures of ownership in the LLC. The capital structure of the LLC shall consist of Units all of the same class with equal rights for all purposes under this Operating Agreement. "LLC Unit Percentage" means, with respect to an LLC Member, the percentage derived from the following fraction: number of LLC Units held by such Member divided by the total number of LLC Units held by all Members (and, thereafter, multiplying said fraction by 100 to arrive at a percentage). "State/Provincial Law" means the laws of the State/Province of (______________________). "Vote in interest of LLC Members" means a vote of the LLC Members in which each LLC Member shall have one vote per LLC Unit possessed, for example, a Member possessing 150 LLC Units would have 150 votes in interest. "Supermajority vote in interest of LLC Members" means a vote of the LLC Members in which each LLC Member shall have one vote per LLC Unit possessed and the number of affirmative votes for any resolution before the Members shall be more than (________) % of the outstanding LLC Units. For example, if there are 1000 outstanding LLC Units, (________) affirmative votes are required to achieve a Supermajority vote in interest upon a resolution before the Members. GENERAL PROVISIONS Formation Articles of Organization either already have been filed with the appropriate state office or shall shortly be done so. The Members shall execute or cause to be executed all other instruments, certificates, notices and documents as may now or hereafter be required for the formation, valid existence, and, when appropriate, termination of the LLC as a Limited Liability Company under provincial/state laws. Company Name The name of the LLC is (_____________________) or such other name or names as may be selected by the Members from time to time, and its business shall be carried on in such name with such variations and changes as the Members deem prudent. Purpose of LLC The purpose of the LLC is to engage in any lawful act or activity for which a Limited Liability Company may be organized under provincial/state laws, including, but not limited to, making lots of money. Place of Business The business address of the LLC shall be determined by the Members. The LLC may from time to time have such other place or places of business, within or without the province/state, as the Members may decide. Registered Agent The registered agent of the LLC shall be determined by the Members, who shall also possess the power to remove or replace a currently serving LLC registered agent. Business Transaction of a Member with the Company A Member may lend money to, borrow money from, act as surety, guarantor or endorser for, guarantee or assume one or more obligations of, provide collateral for, and transact other business with the LLC, and, subject to applicable law, shall have the same rights and obligations with respect to any such matter as a Person who is not a Member. Company Property No real or other property of the LLC shall be deemed to be owned by any Member individually but shall be owned by and title shall be vested solely in the LLC. No Term to Existence The LLC's existence shall commence on the date of the filing of the Articles of Organization with the appropriate state office, and, thereafter, the LLC's existence shall be perpetual without term. Accounting Period The close of the LLC's year for financial statement and federal income tax purposes shall be as determined by the Members. MEMBERS Members The name, initial capital contribution, LLC Units and LLC Unit Percentage of the Members are set forth in the below table, which shall be amended from time to time to reflect the admission of new Members. MEMBER NAME INITIAL CONTRIBUTION LLC UNITS LLC UNIT % Admission of New Members New Members may be admitted to the LLC by an affirmative Supermajority vote in interest of LLC Members. No Liability of Members All debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC, and no Member shall be obligated personally for any such debt, obligation or liability of the LLC solely by reason of being a Member. This section does not prevent an LLC Member, should he or she so choose, from separately agreeing to guarantee or otherwise become liable for a debt which is also one of the LLC. Access to Books and Records of LLC Each LLC Member shall have the right to inspect the books and records of the LLC during normal business hours after the giving of reasonable notice of this intent to the LLC custodian of said documents and information; however, each Member gaining access to the books and records of the LLC shall hold this information confidential and only use LLC information for the furtherance of LLC business and interests or for making investment decisions regarding the Member's LLC interest. Upon withdrawal or departure as a Member of an LLC, a Member shall deliver all LLC books and records in his or her possession to the remaining LLC Members or Managers. Actions by the Members, Meetings, Quorum The LLC Members may take any action at a meeting in person, by proxy, or without a meeting by written resolution. Meetings of LLC Members may be conducted in person or by telephone conference. A voting proxy given by an LLC Member to another Person must be in writing. Voting Each LLC Member shall be entitled to vote upon all matters for which LLC Members have the right to vote. All LLC Member votes shall be tallied by interest under which each Member shall be entitled to one vote for each LLC Unit possessed (for example, a Member possessing 150 LLC Units shall be entitled to 150 votes upon any matter submitted to the LLC Members for a vote). Each vote per LLC Unit shall carry the same weight and have the same value, for voting purposes, as every other LLC Unit. Should state law create statutory situations where LLC Member votes are to be taken on a one vote per Member basis, votes per Member (as opposed to per LLC Unit interest) shall be limited to those specific circumstances under which state law requires such a vote. Unless another percentage is given elsewhere in this Operating Agreement or by state law, all LLC Member votes on any matter shall require an affirmative vote in interest by LLC Members of LLC Units in excess of 50% of the outstanding total to pass or approve the motion, resolution, or otherwise take action by the LLC Members. For example, if there are 1000 LLC Units outstanding, a vote of 501 LLC Units in favor of a resolution is required for its passage, unless the resolution involves a matter for which this Operating Agreement or state law requires a higher percentage. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if Members with the percentage of votes (per LLC Units) sufficient to approve the action pursuant to the terms of this Agreement resolve thereto in writing, and the writing or writings are filed with the LLC records of actions taken by Members

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