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Member Managed Llc Operating Agreement Template for United States

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Key Requirements PROMPT example:

Member Managed Llc Operating Agreement

"I need a Member Managed LLC Operating Agreement for my technology startup with three founding members, incorporating specific provisions for intellectual property protection and a 50/30/20 profit distribution structure based on initial capital contributions."

Document background
The Member Managed LLC Operating Agreement serves as the primary governing document for Limited Liability Companies in the United States where members wish to retain direct management control. This document becomes essential when two or more individuals or entities form an LLC and want to clearly define their roles, rights, and responsibilities in managing the company. It includes critical provisions regarding capital contributions, profit sharing, voting rights, transfer restrictions, and dissolution procedures. The agreement must comply with state-specific LLC laws while providing flexibility for business operations. It's particularly important for small to medium-sized businesses where owners want to maintain active involvement in company management and operations. Unlike manager-managed structures, this agreement emphasizes collaborative decision-making among all members while still providing liability protection under U.S. law.
Suggested Sections

1. Parties: Identifies all initial members of the LLC and the LLC entity itself

2. Background: States the purpose of forming the LLC and the intent to be bound by the operating agreement

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Details of LLC formation, registered name, and registered office

5. Purpose and Powers: States the LLC's business purpose and general powers

6. Members and Membership Interests: Lists initial members, their capital contributions, and ownership percentages

7. Management and Voting: Specifies management structure, voting rights, and decision-making processes

8. Meetings and Records: Requirements for member meetings and maintenance of LLC records

9. Capital Contributions: Details initial and additional capital contribution requirements and procedures

10. Allocations and Distributions: Methods for allocating profits/losses and making distributions

11. Transfer Restrictions: Rules governing transfer of membership interests

12. Withdrawal and Dissolution: Procedures for member withdrawal and LLC dissolution

13. Amendments: Process for amending the operating agreement

14. General Provisions: Standard legal provisions including governing law, notices, and severability

Optional Sections

1. Tax Matters: Detailed tax provisions and designation of tax matters partner - recommended for LLCs with complex tax situations

2. Buy-Sell Provisions: Detailed procedures for buying out members' interests - important for LLCs with multiple members

3. Intellectual Property: Provisions regarding ownership and use of IP - relevant for technology or creative businesses

4. Confidentiality: Detailed confidentiality obligations - important for businesses with trade secrets or sensitive information

5. Competing Activities: Non-compete and non-solicitation provisions - relevant for businesses where members may have competing interests

6. Insurance Requirements: Specific insurance coverage requirements - important for high-risk businesses

7. Dispute Resolution: Detailed arbitration or mediation procedures - recommended for complex business arrangements

8. Employee Management: Provisions regarding hiring and managing employees - relevant for LLCs with employees

9. Banking and Financial Matters: Specific provisions about banking arrangements and financial management - important for complex financial operations

Suggested Schedules

1. Schedule A - Member Information: Detailed list of members, contact information, and initial capital contributions

2. Schedule B - Capital Accounts: Initial capital account balances and contribution details

3. Schedule C - Membership Interests: Detailed breakdown of membership interests and voting rights

4. Schedule D - Approved Officers: List of approved officers and their roles, if any

5. Appendix 1 - Initial Business Plan: Initial business plan and strategic objectives

6. Appendix 2 - Approved Budget: Initial approved operating budget

7. Appendix 3 - Form of Member Certificate: Template for membership certificates if used

8. Appendix 4 - Tax Elections: Details of any tax elections made by the LLC

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

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Relevant Industries

Professional Services

Real Estate

Retail

Technology

Manufacturing

Construction

Healthcare

Hospitality

Consulting

E-commerce

Agriculture

Entertainment

Education

Financial Services

Relevant Teams

Legal

Executive Leadership

Finance

Corporate Governance

Operations

Business Development

Compliance

Administration

Relevant Roles

Business Owner

Entrepreneur

CEO

Managing Member

Company Founder

Small Business Owner

General Counsel

Legal Director

Chief Financial Officer

Corporate Secretary

Business Development Director

Operations Director

Partner

Member

Industries










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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