LLC Operating Agreement

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Entity Setup›Members & Ownership›Management…

Entity Setup17 questions

1. In which state is this LLC formed?

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2. What type of LLC are you forming?

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3. What is the full legal name of the LLC?

4. Will the LLC operate under any trade name, DBA, or assumed name?optional

5. What is the LLC's formation or expected filing date?

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6. What date should this Operating Agreement take effect?

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7. What is the LLC's principal office address?

8. Who is the LLC's registered agent?

9. What is the registered agent's street address?

10. Who filed (or will file) the Articles of Organization?optional

11. What is the LLC's Employer Identification Number (EIN)?optional

12. Should the LLC have a broad lawful-purpose clause or a limited/specific business purpose?

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13. If this is a project-based, asset-holding, or real-estate LLC, describe the project or assets and any special constraints.optional

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14. Is this LLC formed for a perpetual term or a fixed duration?

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15. Is this LLC intended to be a series LLC or to create protected/registered series?

16. Should the operating agreement impose beneficial-ownership compliance duties on members and managers?

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17. In what jurisdictions outside the formation state will the LLC initially operate, own assets, have employees/offices, or register to do business?optional

Members & Ownership7 questions

18. Add all LLC members - their identity, ownership, capital contribution, and contact information.

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19. How will noncash contributions (property, services, IP, notes) be valued and documented?optional

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20. How will ownership interests be expressed in this agreement?

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21. Will the LLC have one class of membership interests or multiple classes with different voting/economic rights?

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22. What is the policy for additional capital contributions after formation?

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23. May members lend money to the LLC, and what approval, interest rate, subordination, and repayment terms apply?

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24. Do any members' spouses need to consent to this agreement?

Management7 questions

25. How will the LLC be managed?

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26. Will the LLC have officers (CEO, President, Treasurer, Secretary, etc.)?

27. Will managers, officers, or working members receive compensation, salaries, fees, or expense reimbursement?

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28. Are any members providing services to the LLC as employees, contractors, or officers under separate agreements?optional

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29. What rules apply to conflicts of interest, related-party transactions, outside activities, and company opportunities?

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30. What dollar amount may one authorized person approve without additional member or manager consent?

31. At what dollar amount do contracts or payment obligations require dual authorization?

Voting & Reserved Matters5 questions

32. How are member votes counted?

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33. What approval is required for ordinary-course decisions that are not reserved matters?

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34. Define reserved matters - major decisions that require higher approval thresholds.

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35. What vote is required to amend this Operating Agreement?

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36. How may member/manager approvals be given, and what notice and quorum rules apply?

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Economics & Tax10 questions

37. How will profits and losses be allocated among members?

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38. How often will distributions be made to members?

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39. Who determines and maintains reserves for taxes, debt service, capital expenditures, and contingent liabilities?

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40. What restrictions apply before distributions may be made?

41. Will the LLC make tax distributions to help members cover their tax liability?

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42. How will the LLC be taxed?

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43. What is the LLC's fiscal year end?

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44. Will the LLC maintain capital accounts for each member, and under what method?

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45. May the LLC withhold taxes or require tax forms from members, and how are withheld amounts treated?

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46. Who may make or approve tax elections (S-corp/C-corp election, depreciation methods, accounting method changes, push-out elections)?optional

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Transfer & Exit12 questions

47. What transfer restrictions apply to membership interests?

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48. Which transfers are permitted without full member consent, and what conditions apply (joinder, written notice, continued compliance)?optional

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49. When does a transferee of a membership interest become a substituted member with full voting and management rights?

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50. Define the events that trigger a buyout of a member's interest.

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51. How should permanent disability, cause, bad act, loss of license, and voluntary withdrawal be defined for buyout/expulsion purposes?optional

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52. How will a departing member's interest be valued for buyout purposes?

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53. Do any buyout trigger events apply discounts, premiums, insurance offsets, or other price adjustments?optional

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54. What are the payment terms for a buyout?

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55. What closing deliverables are required at a buyout (releases, resignations, IP assignments, restrictive covenant reaffirmations)?optional

56. Can the LLC offset amounts owed by a departing member against their buyout price?

57. Will buyouts be funded by life insurance, disability insurance, company reserves, member notes, third-party financing, or another source?

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58. What happens when a member dissociates but is not immediately bought out (rights pending buyout)?optional

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Restrictive Covenants5 questions

59. Should this agreement include a non-compete covenant for departing members?

60. Should this agreement include a customer non-solicitation covenant?

61. Should this agreement include an employee/contractor non-solicitation covenant?

62. Should members, managers, officers, and permitted transferees be bound by confidentiality obligations?

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63. Will members or managers create or contribute intellectual property, inventions, content, software, brand assets, customer lists, or work product for the LLC?

Books, Records & Authority7 questions

64. Who has authority to sign checks, initiate wires, open or close bank accounts, and execute banking transactions?

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65. Who may open or close LLC bank accounts, and what internal controls apply to company credit cards, petty cash, and online banking access?optional

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66. Which records must the LLC maintain, where must they be kept, and for how long?

67. What accounting method, financial statement standard, and external accountant/auditor role apply?

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68. May LLC records be maintained electronically?

69. What are the member inspection rights for company records?

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70. How may official notices be delivered (email, portal, certified mail, courier), and when are notices deemed given?

Disputes & Dissolution12 questions

71. Which state's law governs this agreement?

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72. In which county and state should disputes be resolved?

73. Must parties attempt mediation before pursuing arbitration or litigation?

74. Should disputes be resolved by binding arbitration instead of court?

75. Should valuation, capital-account, or accounting disputes be referred to a neutral expert (CPA/appraiser) rather than a court or arbitrator?optional

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76. How should legal fees be handled in a dispute?

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77. What vote is required to voluntarily dissolve the LLC?

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78. Who winds up the LLC, what is the liquidation waterfall, how are reserves handled, and how are final tax items allocated?

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79. Should the LLC indemnify members and managers for actions taken in their official capacity?

80. Should the LLC maintain D&O/E&O, general liability, cyber, professional liability, key-person, or buy-sell life/disability insurance?optional

81. Which obligations should survive a member's transfer, withdrawal, buyout, LLC dissolution, or termination of this agreement?optional

82. May this agreement be signed electronically?

Execution1 question

83. Should the agreement package include joinder, spouse consent, manager/officer acceptance, and member schedule update forms?optional

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Required - please read and check this box to generate:ArtiEsq provides self-help legal information and document automation. ArtiEsq is not a law firm, does not provide legal advice, and use of this product does not create an attorney-client relationship. You are responsible for reviewing the document and determining whether you should consult a licensed attorney for legal advice about your specific situation.

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