Operating Agreement Addendums are essential tools for LLCs in the United States to adapt their governing documents to changing circumstances without completely replacing their original operating agreement. This document type is commonly used when members need to modify specific provisions such as ownership percentages, voting rights, profit distributions, or management structure. An Operating Agreement Addendum must comply with state LLC laws and typically requires approval from existing members according to the original agreement's amendment provisions. It serves as a formal record of changes while preserving the continuity of the LLC's governance structure.
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1. Parties: Identification of all parties to the addendum, including the LLC and its members
2. Background: Reference to original operating agreement and reason for addendum
3. Definitions: Key terms used in the addendum
4. Amendments: Specific modifications to the original agreement
5. Effect on Original Agreement: Statement that all other provisions remain in effect
6. Execution: Signature blocks and dating requirements
1. Capital Contributions: Changes to capital structure or contributions - use when modifying financial arrangements
2. Management Structure: Changes to management rights or responsibilities - use when modifying governance structure
3. Profit/Loss Allocation: Modified distribution arrangements - use when changing financial distributions
4. Transfer Restrictions: Changes to membership interest transfer rules - use when modifying ownership transfer provisions
1. Updated Member Schedule: Current list of members and ownership percentages
2. Capital Account Schedule: Updated capital account balances
3. Consent Resolutions: Member/manager approvals of changes
4. Redlined Original Agreement: Showing changes from original agreement
Relevant legal definitions
Agreement
Addendum
Original Operating Agreement
Company
Effective Date
Members
Existing Members
New Members
Managers
Managing Member
Membership Interest
Capital Contribution
Capital Account
Percentage Interest
Profits
Losses
Distributions
Transfer
Permitted Transfer
Voting Rights
Majority Vote
Super-Majority Vote
Fiscal Year
Tax Matters Partner
Business Day
Governing Law
Affiliate
Control
Person
Entity
Clauses
Amendment Purpose
Modifications to Original Agreement
Ratification
Capital Contributions
Membership Interests
Profit and Loss Allocations
Distributions
Management Rights
Voting Rights
Transfer Restrictions
Buy-Sell Provisions
Tax Matters
Representations and Warranties
Governing Law
Integration
Severability
Further Assurances
Counterparts
Notice Provisions
Confidentiality
Non-Competition
Dispute Resolution
Force Majeure
Assignment
Waiver
Indemnification
Termination
Effective Date
Entire Agreement
Relevant Industries
Relevant Teams
Relevant Roles
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