Amended And Restated Operating Agreement for the United Kingdom

Amended And Restated Operating Agreement Template for United States

An Amended and Restated Operating Agreement is a comprehensive legal document that replaces and updates an existing LLC Operating Agreement in the United States. It consolidates the original agreement and all subsequent amendments into a single, coherent document that outlines the ownership structure, management responsibilities, and operational procedures of the LLC. This document must comply with state-specific LLC laws and typically includes provisions for capital contributions, profit distributions, voting rights, and transfer restrictions.

Your data doesn't train Genie's AI

You keep IP ownership of your information

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

Download a Standard Template

4.6 / 5
4.8 / 5
Access for free
OR

Alternatively: Run an advanced review of an existing
Amended And Restated Operating Agreement

Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
Upload your Doc

What is a Amended And Restated Operating Agreement?

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.

What sections should be included in a Amended And Restated Operating Agreement?

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

What sections are optional to include in a Amended And Restated Operating Agreement?

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

What schedules should be included in a Amended And Restated Operating Agreement?

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Amendment Agreement

Sector

Personal

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Uniform Limited Liability Company Act (ULLCA): Federal framework legislation that provides the basic structure for LLC laws, though states may adopt their own versions or variations

State-specific LLC Statutes: Individual state laws governing LLC formation, operation, and dissolution, which vary by jurisdiction and take precedence over ULLCA

Internal Revenue Code - Subchapter K: Federal tax regulations specifically dealing with partnership taxation, crucial for LLC tax treatment and member distributions

State Securities Laws: Regulations governing whether membership interests qualify as securities and related compliance requirements

Federal Securities Laws: SEC regulations that may apply if membership interests are classified as securities or if the LLC reaches certain size thresholds

State Tax Regulations: State-specific tax rules affecting LLC operation, member taxation, and reporting requirements

State Contract Law: General principles of contract law that govern the enforceability and interpretation of the operating agreement

Corporate Governance Requirements: State-specific rules regarding management structure, member voting rights, and fiduciary responsibilities

Fiduciary Duty Laws: Legal obligations of loyalty and care that managing members owe to the LLC and other members

Employment Laws: Federal and state employment regulations that may apply to managing members who are also employees

State Registration Requirements: Filing and registration obligations for amended operating agreements with state authorities

Original Documentation Requirements: Need for original operating agreement, prior amendments, and certificate of formation for proper amendment and restatement

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

Addendum To Note

A legal document under English and Welsh law that modifies or amends the terms of an existing promissory note.

find out more

Purchase Agreement Addendum

A template for modifying existing purchase agreements under English and Welsh law, ensuring legally compliant amendments to commercial transactions.

find out more

Amendment To Sales Contract

A legal document under English and Welsh law used to modify existing sales agreements while maintaining original contract validity.

find out more

Addendum To Offer Letter

A legal document under English and Welsh law used to amend or supplement an existing employment offer letter.

find out more

Partnership Agreement Amendment

A legal template for modifying existing partnership agreements under English and Welsh law.

find out more

Loan Agreement Amendment

Template for modifying existing loan agreements under English and Welsh law, enabling changes to key loan terms while maintaining regulatory compliance.

find out more

Construction Addendum

A legal document under English and Welsh law used to modify existing construction contracts and document agreed changes.

find out more

Employment Contract Amendment

An English and Welsh law template for documenting amendments to existing employment contracts.

find out more

Contract Addendum

A template for modifying existing contracts under English and Welsh law, enabling clear documentation of contractual changes.

find out more

Separation Agreement Amendment

An English and Welsh law-governed template for modifying existing separation agreements between separated spouses.

find out more

Lease Addendum

A legal document under English and Welsh law used to modify existing lease agreements while maintaining other original terms.

find out more

First Amendment To Lease

A legal document under English and Welsh law that modifies specific terms of an existing lease while maintaining other original provisions.

find out more

Trust Addendum Form

A U.S. legal document used to modify an existing trust agreement without revoking the original trust.

find out more

Sublease Amendment

A U.S. legal document that modifies the terms of an existing sublease agreement while maintaining compliance with federal and state property laws.

find out more

Restated Operating Agreement

A US-governed document that consolidates and updates an LLC's original operating agreement and subsequent amendments into a single, comprehensive agreement.

find out more

Residential Lease Extension Amendment

A U.S. legal document that extends the term of an existing residential lease agreement while maintaining other original terms.

find out more

Real Estate Purchase Contract Addendum

A U.S. legal document that modifies terms in an existing real estate purchase agreement while maintaining compliance with applicable laws.

find out more

Real Estate Purchase Agreement Addendum

A U.S. legal document that modifies terms in an existing real estate purchase agreement while maintaining compliance with federal and state regulations.

find out more

Real Estate Purchase Addendum

A U.S. legal document that modifies existing terms in a real estate purchase agreement while maintaining other original contract provisions.

find out more

Real Estate Price Change Addendum

A U.S. legal document that modifies the purchase price in an existing real estate contract while maintaining other original terms.

find out more

Real Estate Contract Addendum

A U.S. legal document that modifies or adds terms to an existing real estate contract, subject to federal and state real estate laws.

find out more

Real Estate Addendum Form

A U.S. legal document that modifies or supplements an existing real estate purchase agreement while maintaining compliance with federal and state regulations.

find out more

Purchase Contract Addendum Form

A U.S. legal document used to modify existing purchase agreements while maintaining compliance with federal and state contract laws.

find out more

Pet Addendum For Lease

A U.S. legal document that supplements a residential lease agreement by establishing terms and conditions for keeping pets on rental property.

find out more

Operating Agreement Amendment

A U.S. legal document that modifies an existing LLC Operating Agreement, requiring member approval and state law compliance.

find out more

Lease Renewal Addendum

A U.S. legal document that extends an existing lease agreement, updating terms while maintaining original provisions.

find out more

Lease Modification Agreement

A U.S. legal document that modifies specific terms of an existing lease agreement while keeping other original terms intact.

find out more

Lease Extension Addendum

A U.S. legal document that extends an existing lease agreement's duration while maintaining or modifying its original terms.

find out more

Lease Amendment Name Change

A U.S. legal document that modifies an existing lease agreement to reflect a tenant's name change while maintaining all other original lease terms.

find out more

Lease Amendment Landlord Name Change

A U.S. legal document that modifies an existing lease agreement to reflect a change in landlord identity while maintaining all other original lease terms.

find out more

Lease Amendment And Extension Agreement

A U.S. legal document that modifies existing lease terms and extends the lease period between landlord and tenant.

find out more

Lease Amendment

A U.S. legal document that modifies terms of an existing lease agreement while maintaining the validity of other original lease provisions.

find out more

Lease Addendum To Extend Term

A U.S. legal document that extends an existing lease agreement's duration while maintaining or modifying its original terms.

find out more

Lease Addendum Remove Tenant

A U.S. legal document that modifies an existing lease agreement to remove one or more tenants while maintaining the lease's validity for remaining tenants.

find out more

Lease Addendum For Rent Increase

A U.S. legal document that modifies an existing lease agreement to implement a rent increase while maintaining all other original lease terms.

find out more

Extension Addendum To Contract

A U.S. legal document that extends the duration of an existing contract while maintaining its original terms and conditions.

find out more

Contract Modification Form

A U.S. legal document used to formally modify terms of an existing contract while maintaining other original provisions.

find out more

Contract Amendment Letter

A U.S.-compliant formal document that modifies specific terms of an existing contract while maintaining other original provisions.

find out more

Contract Amendment

A U.S.-governed legal document that modifies specific terms of an existing contract while maintaining the validity of the original agreement.

find out more

Contract Addendum Letter

A U.S. legal document that modifies specific terms of an existing contract while maintaining the validity of the original agreement.

find out more
See more related templates

Genie’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; Genie’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

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

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

2 Docs LeftAccess Now