tiktok³ÉÈ˰æ

Operating Agreement For LLC Taxed As S Corporation Template for United States

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Operating Agreement For LLC Taxed As S Corporation

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Operating Agreement For LLC Taxed As S Corporation

"I need an Operating Agreement For LLC Taxed As S Corporation for my new tech consulting business starting January 2025, with three members who will all be actively involved in management and equal ownership splits."

Document background
The Operating Agreement For LLC Taxed As S Corporation is essential when business owners want to combine the flexibility and protection of an LLC with the tax benefits of an S Corporation under US law. This document is crucial for businesses seeking to avoid double taxation while maintaining limited liability protection. It must comply with both state LLC regulations and federal S Corporation requirements, including restrictions on the number and type of shareholders, single class of stock requirements, and specific allocation of profits and losses. The agreement typically includes provisions for maintaining S Corporation status, reasonable compensation requirements for owner-employees, and corporate governance structures.
Suggested Sections

1. Parties: Identifies all members and the LLC entity

2. Background: States the purpose of forming the LLC and election of S Corporation status

3. Definitions: Key terms used throughout the agreement

4. Formation and Name: Details of LLC formation and official name

5. Purpose and Powers: Business purpose and permitted activities

6. Capital Contributions: Initial and additional capital contribution rules

7. Membership Interests: Allocation of ownership interests and voting rights

8. Management Structure: Governance structure and management responsibilities

9. Distributions and Allocations: Profit/loss allocation and distribution rules

10. Tax Matters: S Corporation tax election and compliance requirements

Optional Sections

1. Buy-Sell Provisions: Rules for transferring interests and restrictions on transfer of membership interests

2. Employment of Members: Terms and conditions for member employment and compensation requirements

3. Intellectual Property: IP ownership, protection, and rights allocation between company and members

4. Confidentiality: Protection of company confidential information and trade secrets

Suggested Schedules

1. Schedule A - Members' Capital Contributions: Detailed list of initial capital contributions by each member

2. Schedule B - Membership Interests: List of members and their respective ownership percentages

3. Appendix A - S Corporation Election Form: Copy of filed Form 2553 for S Corporation election

4. Appendix B - Valuation Method: Agreed methodology for valuing membership interests

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

























Industries

Internal Revenue Code - Subchapter S: Federal tax regulations (Sections 1361-1379) governing S Corporation taxation, including eligibility requirements, income allocation, and distribution rules

IRC Section 7701: Entity classification rules determining how different business entities are treated for federal tax purposes

State LLC Act: State-specific legislation governing the formation, operation, and dissolution of Limited Liability Companies

S Corporation Shareholder Restrictions: Federal requirements limiting S Corps to 100 shareholders, who must be US citizens/residents, and maintaining only one class of stock

Securities Act of 1933: Federal law governing the issuance and sale of company securities, including membership interests

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing reporting requirements

State Blue Sky Laws: State-specific securities regulations governing the offer and sale of company interests within the state

Fair Labor Standards Act: Federal employment law establishing standards for wages, overtime, and working conditions

IRS Form 2553 Requirements: Federal requirements for electing and maintaining S Corporation tax status

Corporate Governance Requirements: State-specific rules for corporate meetings, record-keeping, and fiduciary duties of officers and directors

Reasonable Compensation Rules: IRS requirements for S Corporation owner-employee compensation to prevent tax avoidance

Pass-Through Taxation Rules: Federal and state regulations governing how S Corporation income and losses pass through to shareholders

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

Find the exact document you need

LLC Taxed As C Corp Operating Agreement

A U.S. legal document governing an LLC that elects to be taxed as a C Corporation, combining LLC flexibility with corporate tax treatment.

find out more

Double Taxation Form

A U.S. tax document used to claim relief from double taxation of income in multiple jurisdictions.

find out more

Operating Agreement For LLC Taxed As S Corporation

A US-governed agreement establishing operating procedures for an LLC that has elected S Corporation tax treatment.

find out more

Employee Retention Credit Agreement

A U.S. legal agreement establishing terms between an employer and service provider for Employee Retention Credit claim assistance under federal tax law.

find out more

Tax Preparer Engagement Letter

A U.S.-compliant agreement establishing the terms and conditions between a tax preparer and client for tax preparation services.

find out more

LLC Guaranteed Payment Agreement

A U.S.-governed agreement establishing guaranteed payments from an LLC to a member, independent of company profitability.

find out more

Settlement Agreement Tax

A U.S. legal document that resolves tax disputes between taxpayers and tax authorities, establishing settlement terms and payment arrangements.

find out more

Instalment Agreement

A U.S.-compliant legal agreement establishing terms for payment of goods, services, or debt in multiple scheduled installments.

find out more

Taxation Agreement

A legally binding agreement establishing tax obligations and compliance requirements under U.S. federal and state tax laws.

find out more

Tax Installment Agreement

A U.S. legal agreement allowing taxpayers to pay outstanding tax liabilities in scheduled installments to the IRS or state tax authority.

find out more

Tax Abatement Agreement

A U.S. legal agreement between a government authority and business entity providing tax relief in exchange for specific economic development commitments.

find out more

Tax Preparer Confidentiality Agreement

A U.S.-governed agreement establishing confidentiality obligations for tax preparers in accordance with IRS regulations and privacy laws.

find out more

Tax Protection Agreement

A U.S. legal agreement protecting contributors against certain tax liabilities in real estate and partnership transactions.

find out more

Tax Funding Agreement

A U.S. legal agreement establishing terms for funding tax obligations between multiple parties, including payment mechanisms and tax treatment considerations.

find out more

Tax Exchange Information Agreement

A U.S.-compliant agreement establishing procedures for sharing tax information between authorities, ensuring compliance with federal and international tax regulations.

find out more

Voluntary Withholding Agreement

A U.S. legal agreement establishing voluntary tax withholding between an employer and employee/contractor under IRC Section 3402(p).

find out more

Agreement For Installment Payment

A U.S.-governed agreement establishing terms for debt repayment through scheduled installments.

find out more

Unilateral Advance Pricing Agreement

A binding agreement between a taxpayer and the U.S. IRS establishing approved transfer pricing methodologies for intercompany transactions.

find out more

Tax Allocation Agreement

A U.S. legal agreement that establishes how tax obligations and benefits are shared among members of a consolidated corporate group.

find out more

Tax Payment Agreement

A U.S. legal agreement between a taxpayer and tax authority establishing terms for payment of outstanding tax obligations.

find out more

Partial Payment Installment Agreement

A U.S.-governed agreement establishing scheduled partial payments for debt repayment between creditor and debtor.

find out more

Fuel Tax Agreement

A U.S. legal agreement establishing terms for fuel tax collection and reporting between tax authorities and fuel handlers/consumers.

find out more

Tax Indemnification Agreement

A U.S. legal agreement establishing one party's obligation to protect another against specified tax liabilities and related expenses.

find out more

Tax Sharing Agreement

A U.S. legal agreement that establishes how tax obligations and benefits are shared among members of a consolidated corporate group.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.