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Operating Agreement (Manager-Managed LLC)

This Operating Agreement outlines the formation and management structure of [LLC Name], established on April 22, 2025, in [State of Registration]. It designates a Manager to handle daily operations while Members act as passive investors with limited authority, retaining voting rights on major decisions. The document also details capital contributions, profit distributions, and procedures for dissolution and amendments.

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Grant Misinzo
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10 views4 pages

Operating Agreement (Manager-Managed LLC)

This Operating Agreement outlines the formation and management structure of [LLC Name], established on April 22, 2025, in [State of Registration]. It designates a Manager to handle daily operations while Members act as passive investors with limited authority, retaining voting rights on major decisions. The document also details capital contributions, profit distributions, and procedures for dissolution and amendments.

Uploaded by

Grant Misinzo
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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OPERATING AGREEMENT OF [LLC NAME]

This Operating Agreement ("Agreement") is made effective as of April 22, 2025, by and
among the following members (collectively referred to as the "Members").

1. Formation of the LLC

1.1 Name: The name of the Limited Liability Company (LLC) is [LLC Name], hereinafter
referred to as the "Company."

1.2 Formation Date and State: The Company was formed on [Formation Date] under the laws
of the State of [State of Registration].

1.3 Registered Agent: The Registered Agent for the service of process for the Company is
[Name of Registered Agent] located at [Address of Registered Agent].

1.4 Business Purpose: The purpose of the Company is to engage in any lawful business activity
for which an LLC may be organized under the laws of the State of [State of Registration].

1.5 Duration: The Company shall continue in perpetuity unless dissolved in accordance with
this Agreement or applicable law.

2. Management of the LLC

2.1 Type of Management: This Company shall be a Manager-Managed LLC. The Members
have elected to vest management authority in one or more Managers.

2.2 Appointment of Manager: The Members hereby appoint [Name of Manager] as the
Manager of the Company. The Manager has full authority to manage, operate, and control the
affairs of the Company, except as otherwise provided in this Agreement.

2.3 Authority of Manager: The Manager shall have the following powers and responsibilities:

 To enter into contracts and agreements on behalf of the Company.


 To hire, supervise, and terminate employees, independent contractors, and third-party
service providers.
 To manage daily operations of the Company, including sales, customer service,
advertising, and accounting.
 To open and maintain bank accounts for the Company.

2.4 Limitation of Authority: The following actions require the consent of the Members:
 Amending this Operating Agreement.
 Dissolving the Company.
 Admitting new Members.

2.5 Resignation or Removal of Manager: The Manager may resign by providing written notice
to the Members. The Members may remove a Manager by unanimous vote of the Members.

3. Member Roles and Responsibilities

3.1 Passive Ownership Role: The Members are classified as passive investors with no
authority to participate in daily operations, decision-making, or management activities.

3.2 Voting Rights: Members retain the right to vote on major Company decisions as specified in
Section 2.4. Each Member’s voting power corresponds to their ownership percentage.

3.3 No Active Involvement: Members are prohibited from engaging in operational activities,
including but not limited to:

 Customer service or support


 Marketing and advertising activities
 Managing vendors or suppliers
 Handling refunds, payments, or business accounts

3.4 Profit Distributions: Members are entitled to receive distributions of the Company’s profits
in proportion to their ownership interest, subject to the availability of funds and the discretion of
the Manager.

4. Capital Contributions and Ownership

4.1 Initial Capital Contributions: Each Member’s initial contribution to the Company shall be
as follows:

 [Member Name]: [Amount or Description of Contribution] ([Percentage of Ownership]


%)

4.2 Additional Contributions: The Members are not required to make additional capital
contributions unless agreed upon by all Members.

4.3 Ownership Percentages: Each Member's ownership percentage is as follows:

 [Member Name]: [Percentage of Ownership]%


4.4 No Return of Contributions: Except as otherwise provided in this Agreement or by
applicable law, no Member shall have the right to demand the return of their capital contribution.

5. Distributions and Tax Treatment

5.1 Profit Distributions: Distributions of available funds will be made at the discretion of the
Manager. Distributions shall be allocated to Members in proportion to their ownership interest.

5.2 Tax Treatment: The Company shall be treated as a "pass-through entity" for tax purposes,
and Members shall report their share of profits or losses on their personal income tax returns.

5.3 Tax Filings: The Manager shall be responsible for ensuring that all required tax filings are
submitted on behalf of the Company.

6. Meetings of Members

6.1 Annual Meetings: The Members may hold annual meetings at a location determined by the
Manager.

6.2 Special Meetings: Special meetings may be called by the Manager or by Members holding
at least 25% of the ownership interests.

6.3 Notice of Meetings: Notice of a meeting must be provided at least [X] days in advance.

6.4 Quorum and Voting: A quorum is established if Members holding at least [X]% of the
ownership interests are present. Decisions shall be made by a majority vote of the Members
present.

7. Dissolution and Winding Up

7.1 Events of Dissolution: The Company shall be dissolved upon the occurrence of any of the
following events:

 The unanimous consent of the Members.


 An event that makes it unlawful for the business to continue operating.

7.2 Winding Up: Upon dissolution, the Company’s assets shall be liquidated and used to pay
liabilities. Any remaining assets will be distributed to the Members according to their ownership
percentages.
7.3 Final Tax Filings: The Manager shall ensure that the Company’s final tax returns are
prepared and filed.

8. Miscellaneous Provisions

8.1 Amendment: This Agreement may be amended only by a written document signed by all
Members.

8.2 Entire Agreement: This Agreement constitutes the entire agreement of the Members and
supersedes all prior agreements and understandings.

8.3 Governing Law: This Agreement shall be governed by and construed in accordance with the
laws of the State of [State of Registration].

8.4 Severability: If any provision of this Agreement is held invalid, the remaining provisions
shall remain in full force and effect.

8.5 Counterparts: This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same instrument.

Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Operating Agreement as of the
date first written above.

Member Signature: ____________________________


[Member Name]
Date: ________________________

Manager Signature: ____________________________


[Manager Name]
Date: ________________________

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