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Articles Of Organization Operating Agreement Template for United States

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Key Requirements PROMPT example:

Articles Of Organization Operating Agreement

"I need Articles of Organization Operating Agreement for a new tech startup LLC with three equal founding members, where we want to specify that major decisions require unanimous consent and include specific provisions for future equity compensation for key employees."

Document background
Articles of Organization Operating Agreement serves as both the founding document filed with the state and the internal governance manual for Limited Liability Companies in the United States. This dual-purpose document is essential when forming an LLC, as it not only satisfies state registration requirements but also establishes clear guidelines for business operations, member rights, and management responsibilities. The document addresses crucial aspects such as ownership structure, capital contributions, profit/loss allocation, and decision-making processes, while ensuring compliance with both federal and state-specific LLC regulations. It's particularly important for protecting member interests and preventing future disputes by clearly documenting all operational aspects of the business.
Suggested Sections

1. Article 1: Organization: Formation details including LLC name, purpose, principal place of business, registered agent, and term of existence

2. Article 2: Members: Initial members identification, admission of new members, capital contributions, and membership classes

3. Article 3: Management: Management structure, voting rights, meetings procedures, and decision-making processes

4. Article 4: Capital Accounts: Rules for maintaining capital accounts, capital contributions, allocations, and distributions

5. Article 5: Tax Matters: Tax classifications, allocations, distributions, and appointment of tax matters partner

6. Article 6: Transfer Restrictions: Rules and restrictions for transferring membership interests, including right of first refusal

7. Article 7: Dissolution: Procedures for dissolution, winding up, and liquidation of the LLC

Optional Sections

1. Buy-Sell Provisions: Detailed procedures for buying/selling membership interests, including valuation methods and payment terms

2. Special Allocations: Provisions for non-standard profit/loss allocations and special tax allocations

3. Employment Provisions: Rules governing member employment, compensation, and duties when serving as employees

4. Competing Business Restrictions: Non-compete and non-solicitation provisions for members

Suggested Schedules

1. Schedule A: Members' Contributions: Detailed list of initial capital contributions from each member

2. Schedule B: Members' Percentage Interests: Current ownership percentages of each member

3. Appendix A: Definitions: Comprehensive definitions of terms used throughout the agreement

4. Appendix B: Tax Elections: Specific tax treatment elections and related procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses






























Industries

Internal Revenue Code: Federal tax regulations governing the tax treatment and classifications of LLCs, including tax filing requirements and election options

SEC Regulations: Federal securities regulations that may apply if the LLC issues securities or has multiple investors

Federal Employment Laws: Federal regulations governing employment relationships if the LLC will have employees, including labor standards and workplace safety

State LLC Act: State-specific legislation governing the formation, operation, and dissolution of LLCs within the state's jurisdiction

State Business Corporation Laws: Supplementary state regulations that may affect LLC operations and corporate governance

State Tax Regulations: State-specific tax requirements and obligations for LLCs operating within the state

State Securities Laws: State-level regulations governing securities issuance and trading, also known as 'Blue Sky Laws'

State Filing Requirements: Specific documentation and fee requirements for forming and maintaining an LLC in the state

Uniform Limited Liability Company Act: Model legislation adopted by some states that provides standardized rules for LLC formation and operation

Local Business Regulations: Municipal and county-level requirements for business operations, including permits and licenses

Industry-Specific Regulations: Specialized rules and requirements that apply to specific business sectors or industries

Formation Requirements: Legal prerequisites and procedures for establishing an LLC, including filing articles of organization

Membership Rights: Legal framework governing member interests, responsibilities, and relationships within the LLC

Management Structure: Legal requirements and options for LLC management, including member-managed or manager-managed structures

Capital Contributions: Rules governing initial and ongoing capital investments by LLC members

Profit/Loss Allocation: Legal requirements for distributing profits and losses among LLC members

Transfer Rights: Regulations governing the transfer of membership interests and ownership stakes in the LLC

Dissolution Procedures: Legal requirements and processes for dissolving or terminating an LLC

Voting Rights: Legal framework for member voting and decision-making processes within the LLC

Fiduciary Duties: Legal obligations and responsibilities of LLC members and managers to act in the company's best interests

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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