This Limited Liability Company Operating Agreement ("Agreement") is entered into by the Members (as defined below) of [COMPANY NAME], LLC (the "Company"), a limited liability company formed under the laws of the State of [STATE]. The Company was formed by filing Articles of Organization with the Secretary of State of [STATE] on [FORMATION DATE].
The purpose of the Company is to engage in contracting services including but not limited to: [SPECIFIC CONTRACTING SERVICES], and any other lawful business activities as determined by the Members. The Company may conduct business in any state where it qualifies to do business.
The principal place of business of the Company shall be located at: [BUSINESS ADDRESS], or such other location as determined by the Members.
The Company shall continue in existence until dissolved in accordance with this Agreement or as required by law.
The initial Members of the Company and their respective ownership percentages are as follows:
Additional Members may be admitted to the Company only with the written consent of Members holding at least [PERCENTAGE]% of the ownership interests in the Company.
Each Member shall have rights and obligations proportionate to their ownership percentage, including voting rights, distribution rights, and obligations for additional capital contributions as set forth in this Agreement.
The Company shall be managed as follows (check one):
(If Member-Managed is selected above)
Each Member shall have the right to participate in the management and control of the Company's business. Decisions requiring Member approval shall be made by Members holding a majority of the ownership interests, except for Major Decisions as defined in Section 3.4.
(If Manager-Managed is selected above)
The Company shall be managed by the following Manager(s): [MANAGER NAME(S)]. Manager(s) shall have full authority to manage the day-to-day operations of the Company and make ordinary business decisions.
The following decisions shall require approval of Members holding at least [PERCENTAGE]% of ownership interests:
The initial capital contributions of the Members are as follows:
No Member shall be required to make additional capital contributions without the written consent of all Members. If additional capital is needed, Members may contribute additional capital in proportion to their ownership interests or as otherwise agreed upon in writing.
Distributions shall be made to Members in proportion to their ownership interests at such times and in such amounts as determined by the Members (or Manager(s) if Manager-managed). The Company shall endeavor to make quarterly distributions of available cash after payment of all expenses and maintenance of reasonable reserves.
The Company shall make tax distributions to Members sufficient to cover their estimated federal and state income tax liabilities attributable to Company income, calculated at the highest applicable marginal tax rates.
Regular meetings of Members shall be held [FREQUENCY - e.g., quarterly] at the principal place of business or such other location as determined by the Members. Notice of regular meetings shall be provided at least [NUMBER] days in advance.
Special meetings may be called by any Member holding at least [PERCENTAGE]% ownership interest. Notice of special meetings shall be provided at least [NUMBER] days in advance, including the purpose of the meeting.
Each Member shall have voting rights proportionate to their ownership percentage. Unless otherwise specified in this Agreement, decisions shall be made by majority vote of the ownership interests represented at a meeting with a quorum present.
A quorum for Member meetings shall consist of Members holding at least [PERCENTAGE]% of the total ownership interests.
No Member may transfer, sell, assign, or otherwise dispose of their membership interest without the prior written consent of Members holding at least [PERCENTAGE]% of the remaining ownership interests.
Before any Member may transfer their interest to a third party, the Member must first offer such interest to the remaining Members at the same price and terms. The remaining Members shall have [NUMBER] days to exercise this right of first refusal.
If valuation is required for transfer purposes, the fair market value shall be determined by an independent business appraiser selected by mutual agreement of the parties, or if no agreement can be reached, by an appraiser appointed by the local chamber of commerce.
The Company shall maintain all required contractor licenses, permits, and insurance coverage, including:
Company-owned equipment and tools shall be properly maintained and insured. Members contributing equipment shall transfer title to the Company or establish clear usage agreements. Equipment purchases exceeding $[AMOUNT] shall require Member approval.
The Company shall maintain comprehensive safety programs in compliance with OSHA and other applicable regulations. All employees and Members working on job sites must complete required safety training and follow established safety protocols.
The Company shall maintain professional customer service standards, including written contracts for all projects, clear change order procedures, and prompt resolution of customer concerns. Warranty policies shall be clearly communicated and consistently applied.
In the event of a deadlock where Members cannot reach agreement on a Major Decision, the matter shall be submitted to mediation with a mediator experienced in construction industry disputes. If mediation fails, the matter may be submitted to binding arbitration.
If irreconcilable differences arise between Members, any Member may trigger buy-sell provisions by providing written notice. The triggering Member must specify whether they wish to buy out other Members or be bought out, establishing a fair valuation process.
During membership and for [TIME PERIOD] after departure, departing Members agree not to compete directly with the Company within [GEOGRAPHIC AREA] for the same types of contracting services.
The Company shall be taxed as a partnership unless the Members elect otherwise. The Company may elect S-Corporation tax treatment if all Members consent in writing and eligibility requirements are met.
The Company shall use the [CASH/ACCRUAL] method of accounting and maintain books and records in accordance with generally accepted accounting principles. The fiscal year shall end on [DATE].
[MEMBER NAME] shall serve as the Tax Matters Partner (or Partnership Representative under current tax law) and shall have authority to handle tax audits and elections on behalf of the Company.
The Company shall be dissolved upon the occurrence of any of the following:
Upon dissolution, the Company shall be wound up and its assets liquidated in an orderly manner. After payment of all debts and obligations, remaining assets shall be distributed to Members in proportion to their ownership interests.
This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE].
This Agreement may be amended only by written consent of Members holding at least [PERCENTAGE]% of the ownership interests.
If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall continue in full force and effect.
This Agreement constitutes the entire agreement among the Members and supersedes all prior agreements and understandings relating to the subject matter hereof.
IN WITNESS WHEREOF, the Members have executed this Operating Agreement as of the date first written above.
State of [STATE]
County of [COUNTY]
On this _____ day of __________, 20___, before me personally appeared the above-named individuals, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities.
I certify under PENALTY OF PERJURY under the laws of the State of [STATE] that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: _________________________________
Notary Public, State of [STATE]
My Commission Expires: ___________________
LEGAL DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. Alliance for Contractors recommends consultation with a qualified attorney familiar with your state's LLC laws before executing this agreement. Laws vary by jurisdiction and individual circumstances may require additional or different provisions.
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