Operating Agreement Articles Of Organization for the United States

Operating Agreement Articles Of Organization Template for United States

An Operating Agreement and Articles of Organization are foundational legal documents for Limited Liability Companies (LLCs) in the United States. The Articles of Organization officially establish the LLC with the state, while the Operating Agreement governs the internal operations and management structure of the company. These documents outline member rights, responsibilities, ownership percentages, profit distribution, and management procedures, complying with state-specific LLC laws and regulations.

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What is a Operating Agreement Articles Of Organization?

Operating Agreement Articles of Organization are essential documents required when forming an LLC in the United States. They serve dual purposes: the Articles of Organization legally establish the entity with the state government, while the Operating Agreement details the internal management structure and operational procedures. These documents are necessary for protecting member interests, establishing clear governance procedures, and maintaining liability protection. They should be created at the time of LLC formation and updated as needed to reflect changes in ownership or management structure.

What sections should be included in a Operating Agreement Articles Of Organization?

1. Article I - Organization: Basic information about the LLC including name, purpose, principal place of business, and registered agent

2. Article II - Members: Initial members, capital contributions, and membership interests

3. Article III - Management: Management structure (member-managed or manager-managed), voting rights, and decision-making processes

4. Article IV - Capital Accounts: Rules for maintaining capital accounts, allocations of profits and losses

5. Article V - Distributions: Rules governing distributions to members

6. Article VI - Transfers and Withdrawals: Rules regarding transfer of membership interests and member withdrawal

7. Article VII - Dissolution: Events triggering dissolution and winding up procedures

What sections are optional to include in a Operating Agreement Articles Of Organization?

1. Article VIII - Special Allocations: Special tax allocations for complex ownership structures, used when specific tax treatment is required

2. Article IX - Buy-Sell Provisions: Detailed procedures for buying out members, used when specific exit procedures are needed

3. Article X - Non-Compete: Non-competition and confidentiality provisions, used when protecting business interests from member competition

What schedules should be included in a Operating Agreement Articles Of Organization?

1. Schedule A - Member Information: Detailed list of members, their capital contributions, and ownership percentages

2. Schedule B - Valued Assets: List of assets contributed to the LLC with agreed values

3. Appendix A - Definitions: Detailed definitions of terms used throughout the agreement

4. Appendix B - Tax Matters: Specific tax elections and procedures

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

Cost

Free to use
Clauses
Industries

Internal Revenue Code: Federal tax regulations governing the tax treatment of LLCs, including classification options (partnership vs. corporation) and tax reporting requirements

Federal Securities Laws: Regulations that may apply if the LLC issues securities or has multiple investors, including compliance with SEC requirements

State LLC Act: State-specific legislation governing the formation, operation, and dissolution of LLCs, including filing requirements and statutory obligations

State Business Corporation Laws: Supporting legislation that may affect LLC operations, particularly in areas where LLC-specific laws are silent

State Securities Laws: State-level regulations ('Blue Sky Laws') governing securities offerings and investor protection within the state

State Tax Laws: State-specific tax regulations affecting LLCs, including state income tax, franchise tax, and sales tax obligations

Uniform Limited Liability Company Act: Model legislation providing standardized guidelines for LLC formation and operation, which many states have adopted with modifications

Secretary of State Regulations: Specific filing requirements, forms, and procedures mandated by the state's Secretary of State office for LLC formation and maintenance

Business Registration Requirements: Specific procedures and documentation required for registering the LLC, including name reservation, registered agent designation, and initial filings

Member Rights and Responsibilities: Legal framework governing the rights, duties, and obligations of LLC members, including voting rights and management participation

Capital Contribution Rules: Regulations governing how members can contribute capital to the LLC and how these contributions are valued and recorded

Profit and Loss Allocation: Legal requirements and restrictions regarding how profits and losses can be allocated among LLC members

Transfer Restriction Rules: Legal framework governing the transfer of LLC membership interests, including any statutory restrictions or requirements

Dissolution Procedures: Legal requirements for properly dissolving an LLC, including notification requirements, asset distribution, and wind-down procedures

Fiduciary Duties: Legal obligations and standards of conduct for LLC members and managers, including duties of loyalty and care

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

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