Articles of Organization Operating Agreement serves as both the founding document filed with the state and the internal governance manual for Limited Liability Companies in the United States. This dual-purpose document is essential when forming an LLC, as it not only satisfies state registration requirements but also establishes clear guidelines for business operations, member rights, and management responsibilities. The document addresses crucial aspects such as ownership structure, capital contributions, profit/loss allocation, and decision-making processes, while ensuring compliance with both federal and state-specific LLC regulations. It's particularly important for protecting member interests and preventing future disputes by clearly documenting all operational aspects of the business.
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1. Article 1: Organization: Formation details including LLC name, purpose, principal place of business, registered agent, and term of existence
2. Article 2: Members: Initial members identification, admission of new members, capital contributions, and membership classes
3. Article 3: Management: Management structure, voting rights, meetings procedures, and decision-making processes
4. Article 4: Capital Accounts: Rules for maintaining capital accounts, capital contributions, allocations, and distributions
5. Article 5: Tax Matters: Tax classifications, allocations, distributions, and appointment of tax matters partner
6. Article 6: Transfer Restrictions: Rules and restrictions for transferring membership interests, including right of first refusal
7. Article 7: Dissolution: Procedures for dissolution, winding up, and liquidation of the LLC
1. Buy-Sell Provisions: Detailed procedures for buying/selling membership interests, including valuation methods and payment terms
2. Special Allocations: Provisions for non-standard profit/loss allocations and special tax allocations
3. Employment Provisions: Rules governing member employment, compensation, and duties when serving as employees
4. Competing Business Restrictions: Non-compete and non-solicitation provisions for members
1. Schedule A: Members' Contributions: Detailed list of initial capital contributions from each member
2. Schedule B: Members' Percentage Interests: Current ownership percentages of each member
3. Appendix A: Definitions: Comprehensive definitions of terms used throughout the agreement
4. Appendix B: Tax Elections: Specific tax treatment elections and related procedures
Relevant legal definitions
Act
Agreement
Articles of Organization
Capital Account
Capital Contribution
Certificate of Formation
Code
Company
Dissolution Event
Distribution
Effective Date
Fiscal Year
Initial Capital Contribution
LLC
Manager
Member
Membership Interest
Net Income
Net Loss
Operating Agreement
Percentage Interest
Person
Profits and Losses
Registered Agent
Registered Office
State
Tax Matters Partner
Transfer
Treasury Regulations
Unit
Voting Interest
Withdrawal Event
Books and Records
Business Day
Confidential Information
Governing Law
Initial Members
Majority Vote
Principal Office
Quorum
Required Vote
Supermajority Vote
Agreement
Articles of Organization
Capital Account
Capital Contribution
Certificate of Formation
Code
Company
Dissolution Event
Distribution
Effective Date
Fiscal Year
Initial Capital Contribution
LLC
Manager
Member
Membership Interest
Net Income
Net Loss
Operating Agreement
Percentage Interest
Person
Profits and Losses
Registered Agent
Registered Office
State
Tax Matters Partner
Transfer
Treasury Regulations
Unit
Voting Interest
Withdrawal Event
Books and Records
Business Day
Confidential Information
Governing Law
Initial Members
Majority Vote
Principal Office
Quorum
Required Vote
Supermajority Vote
Clauses
Formation and Organization
Membership
Capital Contributions
Management Rights
Voting Rights
Distribution and Allocation
Tax Matters
Transfer Restrictions
Withdrawal and Resignation
Dissolution
Books and Records
Meetings
Representations and Warranties
Confidentiality
Non-Competition
Indemnification
Amendment Procedures
Dispute Resolution
Governing Law
Notice Requirements
Buy-Sell Provisions
Death and Disability
Assignment Rights
Fiduciary Duties
Business Purpose
Banking and Financial Matters
Intellectual Property Rights
Employment of Members
Succession Planning
Severability
Membership
Capital Contributions
Management Rights
Voting Rights
Distribution and Allocation
Tax Matters
Transfer Restrictions
Withdrawal and Resignation
Dissolution
Books and Records
Meetings
Representations and Warranties
Confidentiality
Non-Competition
Indemnification
Amendment Procedures
Dispute Resolution
Governing Law
Notice Requirements
Buy-Sell Provisions
Death and Disability
Assignment Rights
Fiduciary Duties
Business Purpose
Banking and Financial Matters
Intellectual Property Rights
Employment of Members
Succession Planning
Severability
Relevant Industries
Relevant Teams
Relevant Roles
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