Alberty Publishing Online: Item Detail

Price: $40.00
Revised: July 1, 2008 - 41 pages

Description:
Form 2.9 contains a number of alternative and optional provisions that can be used in an operating agreement for a limited liability company. This is not a complete form of operating agreement, and if a complete form is needed, another form should be selected. Most of the provisions in Form 2.9 have been drafted for use in an operating agreement of a member-managed LLC but can easily be modified for use in an operating agreement of a manager-managed LLC.

Features:

Alternative dispute resolution - Operating agreement provisions require members and the LLC to resolve disputes by mediation or arbitration.
Budgets - Operating agreement provisions require the adoption of annual budgets with the consent of members.
Buy-sell provisions, purchase price - Several alternative provisions for an operating agreement relating to the determination of the purchase price of a member's interest by stipulated value, agreement at the time of the purchase, appraisals under various procedures, or by formula.
Buy-sell provisions, settlement of obligations - provision requiring settlement of all obligations between LLC and member whose interest is purchased under buy-sell provisions of LLC's operating agreement.
Capital contributions, additional - Alternative provisions for an operating agreement dealing the obligation or election of members to contribute additional capital or make loans the LLC.
Cross offer - "Solomon's Choice" provision for an operating agreement under which a member may offer to purchase the interest of the other members or sell the member's interest to the other members at the same price and terms.
Distributions, withholding - Operating agreement provision permitting the LLC to withhold taxes on distributions to members and providing that withholdings will be treated as amounts distributed to members.
Guaranties - Operating agreement provision allocating liability on personal guaranties of LLC obligations between the members based upon their ownership interests.
Insurance - Operating agreement provision requiring the LLC is required to maintain specified types and amounts of insurance and authorizing the LLC to purchase life insurance to fund the purchase of members' interests under the buy-sell provisions.
Management, managing member - provisions allowing a member managed LLC to appoint a managing member with the responsibility and authority to conduct day-to-day business operations
Self-employment tax - provisions creating two classes of members for a manager managed LLC that is designed to limit the amount of income allocated to member-managers that is subject to self-employment tax.
Transfer restrictions, definitions - definition of transfer includes transfer of the stock of a corporate member
Transfer restrictions, permitted transfers - Operating agreement provision permitting members' interests to be transferred to family members or to trusts for the benefit of family members.

FORM 2.9— Optional and Alternative Operating Agreement Provisions