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Articles Of Operating Agreement Template for United States

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Key Requirements PROMPT example:

Articles Of Operating Agreement

"I need Articles of Operating Agreement for a member-managed tech startup LLC with three founding members, including specific provisions for intellectual property rights and a detailed profit-sharing structure based on both capital contribution and sweat equity."

Document background
Articles of Operating Agreement are essential when forming an LLC in the United States, serving as the primary governing document for the business entity. This document becomes particularly crucial when multiple members are involved, as it clearly defines roles, responsibilities, and rights of all parties. The Agreement typically includes provisions for capital contributions, profit sharing, management structure, voting rights, and transfer restrictions. While not required in all states, having Articles of Operating Agreement is considered best practice as it provides legal protection and clear operational guidelines. The document should comply with state-specific LLC laws and can be customized to meet the specific needs of the business.
Suggested Sections

1. Parties and Formation: Identifies all members and establishes the LLC's formation details

2. Background: States the purpose of forming the LLC and basic intentions of the parties

3. Definitions: Defines key terms used throughout the agreement

4. Capital Contributions: Details initial and additional capital contributions requirements

5. Management Structure: Establishes whether member-managed or manager-managed and defines authority

6. Voting Rights: Specifies voting procedures and requirements for various decisions

7. Distributions: Details how profits and losses will be allocated among members

8. Transfer Restrictions: Establishes rules for transferring membership interests

9. Dissolution: Procedures for winding up the LLC

Optional Sections

1. Tax Provisions: Specific tax elections and procedures for specialized tax treatment

2. Buy-Sell Provisions: Procedures and terms for buying out members' interests

3. Intellectual Property Rights: IP ownership, licensing provisions, and protection measures

4. Non-Compete Clauses: Restrictions on competitive activities by members

Suggested Schedules

1. Schedule A - Member Information: Details of members, their contributions, and ownership percentages

2. Schedule B - Initial Capital Contributions: Itemized list of initial capital contributions

3. Schedule C - Valuation Methods: Agreed methods for valuing membership interests

4. Appendix A - Certificate of Formation: Copy of filed formation documents

5. Appendix B - Management Procedures: Detailed management and operational procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses






























Relevant Industries

Technology

Professional Services

Real Estate

Retail

Manufacturing

Relevant Teams

Legal

Finance

Executive Leadership

Corporate Governance

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Business Owner

Company Secretary

Industries

Internal Revenue Code: Federal tax regulations governing the tax treatment and classifications of LLCs, including options for taxation as partnership, corporation, or disregarded entity

SEC Regulations: Federal securities regulations that may apply if the LLC issues membership interests that qualify as securities

Federal Employment Laws: Federal regulations concerning employee rights, benefits, and workplace standards if the LLC will have employees

State LLC Act: State-specific legislation governing the formation, operation, and dissolution of LLCs in the state of registration

State Business Corporation Laws: Supplementary state laws that may affect LLC operations and governance structure

State Securities Laws: State-specific regulations regarding the issuance and transfer of membership interests

State Tax Laws: State-specific tax obligations and requirements for LLCs operating within the state

Formation Requirements: Legal requirements for LLC establishment including filing Articles of Organization and maintaining proper documentation

Fiduciary Duties: Legal obligations of members and managers to act in the best interest of the LLC, including duty of care and loyalty

Corporate Governance: Rules and procedures for company management, decision-making processes, and organizational structure

Operating Procedures: Day-to-day operational guidelines including meeting procedures, voting protocols, and management responsibilities

Capital Structure: Rules governing initial and additional capital contributions, membership interests, and capital accounts

Profit and Loss Allocation: Methods and procedures for distributing profits and losses among LLC members

Transfer Restrictions: Limitations and procedures for transferring membership interests to other parties

Dissolution Procedures: Legal requirements and processes for winding up LLC operations and distributing assets

Compliance Requirements: Ongoing obligations including annual reports, registered agent maintenance, and proper record keeping

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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