The Amended And Restated Operating Agreement becomes necessary when an LLC has undergone significant changes that require substantial modifications to its original operating agreement. These changes might include ownership restructuring, management reorganization, or operational adjustments. This document, governed by state-specific LLC laws in the United States, serves as a complete replacement of the previous operating agreement and any amendments, providing a clear and current framework for the LLC's governance. It includes detailed provisions about membership interests, management structure, capital contributions, profit distributions, and transfer restrictions. The agreement must be carefully drafted to ensure compliance with both federal and state regulations while accurately reflecting the current state of the LLC's operations and relationships between its members.
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Key Requirements PROMPT example:
Amended And Restated Operating Agreement
"I need an Amended and Restated Operating Agreement to reflect our LLC's recent acquisition of three subsidiaries and the addition of two new managing members, with updated profit-sharing arrangements to be effective from March 1, 2025."
1. Parties: Identifies all members and the LLC entity
2. Background/Recitals: Explains the history of the LLC and reason for amendment and restatement
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: Member contributions and capital accounts
7. Membership Interests: Ownership percentages and classes of interests
8. Management Structure: Management rights and responsibilities
9. Distributions: Rules for profit/loss allocation
10. Transfer Restrictions: Rules for transferring membership interests
1. Tag-Along Rights: Minority member protection provisions for ensuring they can join in sales by majority members
2. Drag-Along Rights: Provisions allowing majority members to force minority members to join in a sale
3. Employee Matters: Employment terms and conditions for members who are also employees of the LLC
4. Special Tax Provisions: Specific provisions for special tax elections or treatments required by the LLC
1. Schedule A - Members and Capital Contributions: Detailed list of members and their respective capital contributions
2. Schedule B - Membership Interests: Detailed breakdown of ownership percentages and classes of interests
3. Schedule C - Initial Officers: List of initial officers and their respective roles
4. Appendix A - Defined Terms: Extended definitions of key terms used in the agreement
5. Appendix B - Tax Matters: Detailed provisions regarding tax elections and treatments
Authors
Relevant legal definitions
Agreement
Affiliate
Applicable Law
Articles of Organization
Board
Book Value
Business Day
Capital Account
Capital Contribution
Certificate of Formation
Code
Company
Company Property
Confidential Information
Default
Defaulting Member
Distributable Cash
Distribution
Economic Interest
Effective Date
Fair Market Value
Fiscal Year
GAAP
Immediate Family
Initial Capital Contribution
Interest
LLC
Majority in Interest
Manager
Member
Membership Interest
Net Income
Net Loss
Officers
Original Operating Agreement
Percentage Interest
Person
Profits and Losses
Quorum
Related Party
Required Vote
State
Subsidiary
Super Majority
Tax Matters Partner
Transfer
Treasury Regulations
Unit
Voting Interest
Affiliate
Applicable Law
Articles of Organization
Board
Book Value
Business Day
Capital Account
Capital Contribution
Certificate of Formation
Code
Company
Company Property
Confidential Information
Default
Defaulting Member
Distributable Cash
Distribution
Economic Interest
Effective Date
Fair Market Value
Fiscal Year
GAAP
Immediate Family
Initial Capital Contribution
Interest
LLC
Majority in Interest
Manager
Member
Membership Interest
Net Income
Net Loss
Officers
Original Operating Agreement
Percentage Interest
Person
Profits and Losses
Quorum
Related Party
Required Vote
State
Subsidiary
Super Majority
Tax Matters Partner
Transfer
Treasury Regulations
Unit
Voting Interest
Clauses
Formation and Organization
Purpose and Powers
Capital Contributions
Capital Accounts
Additional Capital
Membership Interests
Voting Rights
Management Structure
Meetings
Officers
Distributions
Allocations of Profits and Losses
Tax Matters
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Put and Call Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Books and Records
Financial Statements
Bank Accounts
Indemnification
Insurance
Dissolution
Winding Up
Amendment Procedures
Dispute Resolution
Governing Law
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Waiver
Further Assurances
Purpose and Powers
Capital Contributions
Capital Accounts
Additional Capital
Membership Interests
Voting Rights
Management Structure
Meetings
Officers
Distributions
Allocations of Profits and Losses
Tax Matters
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Put and Call Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Books and Records
Financial Statements
Bank Accounts
Indemnification
Insurance
Dissolution
Winding Up
Amendment Procedures
Dispute Resolution
Governing Law
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Waiver
Further Assurances
Relevant Industries
Relevant Teams
Relevant Roles
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