Amended And Restated Operating Agreement Template for the United States

Amended And Restated Operating Agreement Template Template for United States

An Amended and Restated Operating Agreement is a comprehensive legal document that replaces an existing LLC Operating Agreement while maintaining the company's operational continuity. Used across all U.S. states, it outlines updated terms for company management, member rights and responsibilities, capital contributions, profit distribution, and transfer restrictions. This document incorporates both previous provisions that remain valid and new amendments into a single, coherent agreement that complies with state-specific LLC regulations.

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 Template

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 Template?

The Amended And Restated Operating Agreement Template serves as a crucial document when an LLC needs to substantially update its governing structure while maintaining operational continuity. This document becomes necessary when multiple amendments have been made to the original operating agreement, when significant changes in membership or management structure occur, or when state law changes require substantial updates to the existing agreement. It consolidates all previous valid provisions and new modifications into a single, clear document, making it easier to understand and implement the LLC's current operational framework. Common in all U.S. states, this agreement typically includes detailed provisions about membership interests, management structure, capital contributions, profit distribution, and transfer restrictions, while ensuring compliance with state-specific LLC regulations and federal tax requirements.

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

1. Parties: Identification of all members and the LLC entity

2. Background: History of the LLC and reason for amendment and restatement

3. Definitions: Key terms used throughout the agreement

4. Formation: Details about LLC formation and continuation

5. Purpose and Powers: Business purpose and permitted activities

6. Capital Contributions: Member contributions and capital accounts

7. Membership Interests: Rights and obligations of members

8. Management: Management structure and decision-making processes

9. Distributions: Rules for profit and loss distributions

10. Transfer Restrictions: Rules regarding transfer of membership interests

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

1. Tax Matters: Specific tax elections and procedures for complex tax arrangements

2. Employee Matters: Employment policies and procedures when LLC has employees

3. Intellectual Property: IP ownership and protection provisions for LLCs with significant intellectual property

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

1. Schedule of Members: List of all members and their capital contributions

2. Schedule of Officers: List of officers and their roles (if applicable)

3. Capital Account Ledger: Detailed record of capital accounts

4. Original Operating Agreement: Copy of the original agreement being amended

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

Cost

Free to use
Relevant legal definitions
Clauses
Industries

State-specific LLC Acts: Primary legislation that varies by state, including default rules that can be modified by agreement and state-specific filing requirements. Each state has its own unique LLC legislation that must be considered.

Internal Revenue Code: Federal tax regulations including check-the-box regulations, partnership taxation provisions, and special allocations rules under Section 704(b) that affect LLC tax treatment.

Securities Laws: Including Securities Act of 1933 and State Blue Sky Laws, particularly relevant if membership interests might be considered securities.

State Corporate Laws: While not directly governing LLCs, these laws often influence LLC law interpretation and provide important legal context.

Uniform Limited Liability Company Act (ULLCA): Model legislation adopted by some states that provides standard guidelines for LLC governance, useful for interpretation even in non-adopting states.

Employment Laws: Relevant when the LLC has employees or deals with manager classification issues, affecting operational structure and obligations.

State Contract Laws: General contract formation principles and enforceability requirements that apply to operating agreements as legally binding contracts.

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

Change In Lease Terms Addendum To Residential Lease

A U.S. legal document that modifies specific terms of an existing residential lease agreement while maintaining all other original lease provisions.

find out more

Modification Of Loan Agreement

A U.S.-governed document that modifies existing loan terms between lender and borrower, ensuring compliance with federal and state lending regulations.

find out more

Mortgage Modification Form

A U.S.-compliant legal document that modifies existing mortgage terms between lender and borrower, subject to federal and state lending regulations.

find out more

Booking Agent Contract

A U.S.-compliant legal agreement establishing the terms between a booking agent and their client, defining representation terms and commission structure.

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

Tenancy Addendum Template

A U.S.-compliant legal template used to modify existing lease agreements between landlords and tenants.

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

Service Contract Addendum Template

A U.S.-compliant template for modifying existing service agreements through formal addendum.

find out more

Service Agreement Amendment Template

A U.S.-compliant template for modifying existing service agreements, designed to facilitate clear and legally sound amendments to service contracts.

find out more

Separation Agreement Amendment Template

A U.S. legal document that modifies an existing separation agreement between an employer and former employee.

find out more

Separation Agreement Addendum Template

A U.S. legal document that modifies an existing separation agreement between employer and employee, addressing changes to severance terms while maintaining compliance with federal and state employment laws.

find out more

Second Amended And Restated Operating Agreement

A U.S. legal document that consolidates and updates the operating agreement of an LLC, incorporating previous amendments and current terms into a single, comprehensive agreement.

find out more

Sales Contract Addendum Template

A U.S.-compliant template for modifying existing sales contracts while maintaining the validity of unchanged terms.

find out more

Sales Addendum (Real Estate)

A U.S. legal document that modifies or supplements an existing real estate purchase agreement, subject to 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

Residential Lease Amendment Template

A U.S. legal document used to modify existing residential lease agreements while maintaining compliance with federal, state, and local housing laws.

find out more

Residential Lease Amendment Form

A U.S. legal document used to modify existing residential lease terms while maintaining compliance with federal, state, and local housing laws.

find out more

Residential Lease Amendment

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

find out more

Residential Lease Addendum Form

A U.S. legal document that modifies or supplements an existing residential lease agreement, subject to federal and state housing laws.

find out more

Residential Lease Addendum Extension

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

find out more

Residential Lease Addendum

A U.S. legal document that modifies or supplements an existing residential lease agreement while maintaining compliance with federal, state, and local housing laws.

find out more

Rental Lease Renewal Addendum

A U.S. legal document that extends and potentially modifies an existing rental lease agreement between landlord and tenant.

find out more

Rental Lease Extension Addendum

A U.S. legal document that extends an existing rental lease agreement while maintaining or modifying original terms.

find out more

Rental Lease Amendment

A U.S. legal document that modifies existing rental lease terms while maintaining compliance with federal, state, and local housing laws.

find out more

Rental Lease Agreement Pet Addendum

A U.S. legal document that supplements a residential lease agreement by establishing terms and conditions for pet ownership in rental properties.

find out more

Rental Lease Agreement Amendment

A U.S. legal document that modifies existing rental lease terms while maintaining compliance with federal and state housing laws.

find out more

Rental Lease Agreement Addendum

A U.S. legal document that modifies an existing rental lease agreement while maintaining compliance with federal and state housing laws.

find out more

Rental Lease Addendum Template

A U.S. legal document that modifies an existing rental lease agreement between landlord and tenant, subject to federal and state housing laws.

find out more

Rental Lease Addendum Form

A U.S. legal document that modifies or supplements an existing rental lease agreement, subject to federal and state housing laws.

find out more

Rental Lease Addendum

A U.S. legal document that modifies an existing residential lease agreement while maintaining compliance with federal and state housing laws.

find out more

Rental Contract Amendment Template

A U.S.-compliant template for modifying existing rental agreements between landlords and tenants.

find out more

Rental Contract Addendum

A U.S. legal document that modifies an existing rental agreement while maintaining compliance with federal and state housing laws.

find out more

Rental Agreement Lease Addendum

A U.S. legal document that modifies an existing lease agreement while maintaining compliance with federal and state housing laws.

find out more

Rent Modification Agreement

A U.S. legal document that modifies rent-related terms in an existing lease agreement while maintaining other lease conditions.

find out more

Real Estate Sales Contract Addendum Form

A U.S. legal document that modifies or amends an existing real estate sales contract while maintaining compliance with federal and state laws.

find out more

Real Estate Sales Contract Addendum

A U.S. legal document that modifies terms of an existing real estate sales contract while maintaining the original agreement's validity.

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 Template

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

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
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