Alberty Publishing Online: Item Detail

Price: $40.00
Revised: October 1, 2009 - 33 pages

Description:
Form 2.4 is a basic form of operating agreement for a manager managed limited liability company. In most states, an LLC is must make an election in its articles of organization to be managed by managers. The form is based on a corporate model of management and operation and is appropriate for use by an LLC that will have a large number of members or will have members who are not involved in day-to-day business operations. The form is designed for use 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 of 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 of 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 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'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 in amounts sufficient to enable members to pay taxes on the income of the LLC allocated to them.
Management - Operating agreement for manager managed LLC.
Managers, authority - Operating agreement defines the scope of the managers' authority and includes an enumeration of acts that are not within the managers' authority.
Managers, selection - Operating agreement names the initial managers but provides that additional or replacement managers may be elected by the members at any time.
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.
Securities laws - Operating agreement contemplates that members' interests are securities, subject to state and federal securities laws.
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 2.4 — Operating Agreement for Manager Managed LLC with Straight-Up Allocations