Alberty Publishing Online: Item Detail

Price: $40.00
Revised: October 1, 2009 - 31 pages

Description:
Form 2.3 is a basic form of operating agreement for a member managed limited liability company. In most states, an LLC is member managed unless an election to be managed by managers is made in the LLC's articles of organization. The form is based upon a partnership model of management and operation and is appropriate for use by an LLC with a limited number of members who are all actively involved in the business. The form is designed to be used in a situation in which each member of the LLC will contribute money or property in an amount proportionate to the member's share of the profits and losses, and no member will contribute services for his or her interest.

Features:

Buy-sell provisions, dissociation - Operating agreement gives the LLC and the other members the option to purchase the interest of a member who has dissociated.
Buy-sell provisions, purchase price - Operating agreement provides that the purchase price for a member's interest is to be determined by agreement or appraisal by a single appraiser.
Buy-sell provisions, terms - Operating agreement provides that the purchase price for a member's interest is to be paid in monthly installments over five years and is to be secured with the membership interest being sold.
Dissociation, cause - Operating agreement provides that a member dissociates upon withdrawal, expulsion, death, disability, dissolution, termination, or insolvency.
Dissociation, effect - Operating agreement provides that LLC dissolves when a member dissociates unless the LLC or other members elect to purchase the dissociating memberﾒs interest.
Distributions, allocation - Operating agreement provides that distributions to members are allocated in proportion to their percentage interests.
Distributions, required - Operating agreement requires annual distributions to be made in amounts sufficient to enable members to pay taxes on the income of the LLC allocated to them.
Management - Operating agreement for member managed LLC.
Members, percentage interests - Operating agreement provides that members' percentage interests are proportionate to their capital contributions.
Members, voting rights - Operating agreement provides that members are entitled to vote in proportion to their percentage interests.
Profits and losses - Operating agreement provides that profits and losses of the LLC are allocated between members based upon their percentage interests, which in turn are proportionate to the members' capital contributions.
Property - Operating agreement contemplates that one or more members may contribute property other than money to the capital of the LLC.
Transfer restrictions, right of first refusal - Operating agreement provides that a member's interest may be transferred only if the other members consent or if the LLC and the other members fail to exercise rights of first refusal to purchase the interest.

FORM 2.3 — Operating Agreement for Member Managed LLC with Straight-Up Allocations