This pllc operating agreement template has 14 pages and is a MS Word file type listed under our business plan kit documents.
Sample of our pllc operating agreement template:
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.
