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Single-Member LLC Operating Agreement

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Section 1 of 210 of 40 answered

Formation and LLC Identity›Business Purpose and Duration›Member Identity…

Formation and LLC Identity13 questions

1. In what state was the LLC formed?

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2. What is the LLC's exact legal name as filed with the formation jurisdiction, including punctuation and entity suffix?

3. What is the current formation status of the LLC?

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4. What effective date should this Operating Agreement use?

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5. What is the LLC's principal business address?

6. What mailing address should the LLC use, if different from its principal business address?optional

7. What type of registered agent does the LLC have?

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8. What is the name of the LLC's registered agent?

9. What is the LLC's registered office address?

10. What is the status of the LLC's Employer Identification Number (EIN)?optional

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11. Will the LLC operate under any DBA (doing business as), assumed name, trade name, or brand name?optional

12. Does or will the LLC transact business in any state other than its formation state?optional

13. When did or will the LLC begin business operations?optional

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Business Purpose and Duration4 questions

14. What best describes the LLC's primary purpose?

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15. Are there activities the LLC is prohibited from conducting, or activities that require written member approval?optional

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16. What business licenses, permits, registrations, or regulatory approvals does the LLC need or currently hold?optional

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17. Should the LLC exist perpetually or for a fixed term?

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Member Identity5 questions

18. What is the sole member's exact legal name?

19. What is the sole member's address?

20. What is the legal form of the sole member?

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21. What email address should be used for notices to the member?optional

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22. For federal tax purposes, how is the sole member classified?

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Professional Services and Licensing1 question

23. Is the LLC a professional limited liability company or otherwise providing licensed professional services?

Tax, Accounting, and Records11 questions

24. How should the LLC be treated for federal income tax purposes: disregarded entity, S corporation election, C corporation election, or other?

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25. Who is authorized to make, change, or revoke tax elections on behalf of the LLC?optional

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26. What state and local tax accounts, registrations, or filings does the LLC need?optional

27. Who is responsible for preparing, reviewing, signing, and filing the LLC's tax returns?optional

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28. What fiscal year should the LLC use?

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29. What accounting method should the LLC use: cash, accrual, or another method?

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30. Where will the LLC's books and records be kept?optional

31. What records must the LLC maintain?optional

32. How long must the LLC's tax, accounting, legal, bank, and employment records be retained?optional

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33. What records and information is the member entitled to inspect or obtain from the LLC?optional

34. How often should the LLC prepare financial statements or accounting reports?optional

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Management and Authority7 questions

35. Will the LLC be member-managed or manager-managed?

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36. What authority does the member have to bind the LLC?

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37. What major decisions require the sole member's written approval?optional

38. Should the member adopt annual written consents approving financial statements, tax elections, bank authority, and major actions taken during the year?optional

39. Who may authorize, initiate, settle, defend, or compromise claims, lawsuits, and insurance matters on behalf of the LLC?optional

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40. Who may hire, terminate, set compensation, and establish benefit plans for LLC employees or contractors?optional

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41. May the LLC appoint officers, agents, employees, or representatives?optional

Banking and Finance10 questions

42. Who is authorized to open, maintain, and close LLC bank accounts?optional

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43. What bank or financial institution will the LLC use, if known?optional

44. Will anyone other than the member be authorized to sign checks, initiate transfers, or access LLC accounts?

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45. What dollar limits or approval requirements apply to each authorized signatory?optional

46. Should the agreement require the LLC to maintain bank accounts separate from the member's personal accounts?optional

47. What dollar limit applies to the LLC's authority to borrow money or incur debt without additional written approval?

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48. May the LLC grant liens, pledge assets, or guarantee obligations?optional

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49. Who may obtain business credit cards, merchant accounts, payment processors, lines of credit, and online banking credentials?optional

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50. Are dual approvals required for wires, ACH transfers, large checks, borrowing, or payments above a stated dollar threshold?optional

51. How should the LLC handle member expense reimbursements, accountable-plan procedures, and personal charges inadvertently placed on LLC accounts?optional

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Capital Contributions10 questions

52. What is the value of the member's initial capital contribution?

53. What type of initial contribution is the member making: cash, property, services, or a combination?

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54. Is the LLC assuming any existing debts, leases, contracts, liens, or other liabilities as part of the member's contribution?optional

55. Is any intellectual property, domain name, software, trademark, content, customer list, or trade secret being assigned or licensed to the LLC?optional

56. Should the agreement include a statement that the LLC is adequately capitalized for its contemplated business and liabilities?optional

57. When must the initial capital contribution be made?optional

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58. Should the LLC maintain a capital account for the member?optional

59. Is the member required or permitted to make additional capital contributions?

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60. What approval or written consent is required for additional capital contributions?optional

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61. May the member lend money to the LLC instead of making a capital contribution?optional

Outside Investment and Conversion3 questions

62. Does the LLC expect to admit outside investors or convert to a multi-member LLC in the future?

63. What written approval is required before admitting any additional member?optional

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64. Should the agreement require amendment or restatement before any additional member is admitted?optional

Distributions7 questions

65. How often may the LLC make distributions to the member?

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66. Who decides whether distributions are available and prudent?optional

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67. Should the LLC maintain a minimum reserve before making distributions?

68. Should the LLC make tax distributions to help the member pay taxes attributable to LLC income?

69. May the LLC make distributions in property (in kind) rather than in cash?optional

70. May distributions be reduced or offset for taxes, reimbursement claims, member loans, or amounts the member owes the LLC?optional

71. Should distributions be prohibited if they would make the LLC insolvent or violate law?optional

Conflicts and Other Activities3 questions

72. May the member, manager, or affiliates engage in other businesses, including businesses that compete with the LLC?

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73. May the LLC enter into transactions with the member, manager, or their affiliates?optional

74. Should the member, manager, and affiliates be permitted to pursue business opportunities outside the LLC without first offering them to the LLC?optional

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Separateness and Liability Shield4 questions

75. Should the agreement require separateness practices, including separate records, separate accounts, proper signatures, and avoidance of personal use of LLC assets?optional

76. Which specific separateness practices should be required by the agreement?optional

77. Should the agreement specify how the member, manager, and agents must sign contracts to preserve limited liability?optional

78. Should the agreement state that the member is not personally liable for the LLC's debts, obligations, or liabilities solely by reason of being a member?optional

Transfers and Charging Orders5 questions

79. What restrictions should apply to transfers, pledges, assignments, or encumbrances of the membership interest?

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80. Are transfers to trusts, estate-planning vehicles, affiliates, family members, or wholly owned entities permitted?optional

81. If a transfer is permitted, does the transferee receive only economic rights or full membership rights?optional

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82. Should the agreement limit creditor, assignee, or lienholder rights to the maximum extent permitted by law?optional

83. Must any successor member, trustee, or transferee sign a written joinder or acceptance before exercising membership rights?optional

Death, Incapacity, and Succession7 questions

84. What should happen to the LLC upon the member's death?

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85. What authority should the member's executor, personal representative, trustee, or other fiduciary have after the member's death?optional

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86. What should happen if the member becomes incapacitated?

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87. How should incapacity be determined?optional

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88. Who may manage the LLC during the member's incapacity?optional

89. Should a successor manager or authorized agent manage the LLC during the gap between the member's death or incapacity and formal transfer of ownership?optional

90. Should the agreement coordinate with the member's will, revocable trust, power of attorney, or other estate-planning documents?

Spousal and Community Property2 questions

91. Is spousal consent required or advisable because the member is married, lives in a community-property state, or may hold the membership interest as marital or community property?optional

92. What should happen if a divorce court or marital-property claim affects the member's interest?optional

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Dissolution and Winding Up9 questions

93. What events should cause dissolution of the LLC?

94. May the sole member dissolve the LLC at any time by written consent?optional

95. What should happen if the state administratively dissolves, suspends, or forfeits the LLC?optional

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96. How long should the LLC have to wind up its affairs after dissolution?

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97. Who is authorized to wind up the LLC's affairs?optional

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98. In what order should the LLC distribute assets after dissolution?

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99. What powers should the winding-up person have during dissolution?optional

100. How should known debts, contingent claims, disputed claims, and reserves be handled before final distributions?optional

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101. Should the agreement require filing final tax returns, paying taxes, and obtaining any required tax clearance before final distribution?optional

State Compliance3 questions

102. Who is responsible for state filings, tax payments, registered-agent maintenance, and compliance calendar items?optional

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103. Who is responsible for beneficial ownership (BOI) filings, ownership-change reporting, and FinCEN/CTA compliance updates?optional

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104. Should the agreement require the responsible person to maintain a compliance calendar for annual reports, franchise taxes, publication requirements, and registered-agent renewals?optional

Indemnification and Insurance6 questions

105. Should the LLC indemnify the member, manager, officers, employees, and agents to the maximum extent permitted by law?

106. Should the LLC advance defense expenses before final resolution of a claim?optional

107. Who is covered by the LLC's indemnification obligation?optional

108. What conduct should be excluded from indemnification?optional

109. May the LLC purchase insurance, including general liability, professional liability, D&O, E&O, cyber, or key-person insurance?optional

110. What types of insurance is the LLC required to maintain, if any?optional

Dispute Resolution3 questions

111. How should disputes be resolved?

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112. Should accounting, capital account, valuation, or financial-statement disputes be submitted to an independent CPA or appraiser before litigation or arbitration?optional

113. Should the prevailing party in a dispute be entitled to recover attorneys' fees and costs?optional

Governing Law and Forum3 questions

114. What state's law should govern the Operating Agreement?optional

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115. What courts or venue should have exclusive jurisdiction over disputes?optional

116. Should the agreement include a waiver of jury trial to the extent permitted by law?optional

General Provisions12 questions

117. How may this Operating Agreement be amended?

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118. Should amendments, consents, approvals, and waivers be required to be in writing?optional

119. Should the agreement include a severability clause preserving the rest of the agreement if one provision is unenforceable?optional

120. Should the agreement state that it is the entire agreement governing the LLC and supersedes prior agreements on the same subject?optional

121. Should the agreement state that a waiver is effective only if written and does not waive future rights?optional

122. What methods of notice delivery are permitted under the agreement?optional

123. For each party, what mailing address and email should be used for formal notices?optional

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124. May the agreement be signed in counterparts?optional

125. May the agreement be signed electronically and delivered electronically?optional

126. Which exhibits or schedules should be attached to the Operating Agreement?optional

127. Will any related signatures, spousal consent, property transfers, bank resolutions, or state filings require notarization or acknowledgment?optional

128. Are there any additional instructions, special terms, or unusual facts that should be reflected in the Operating Agreement?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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