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Articles Of Organization And Operating Agreement

Articles Of Organization And Operating Agreement Template for United States

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Articles Of Organization And Operating Agreement

"I need Articles of Organization and Operating Agreement for a member-managed technology startup LLC with three equal co-founders, including specific provisions for intellectual property protection and a clear process for adding new members in the future."

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Document background
Articles of Organization and Operating Agreement serve as the cornerstone documents for any LLC formation in the United States. These documents are essential when entrepreneurs want to establish a business entity that provides liability protection while maintaining operational flexibility. The Articles of Organization officially registers the LLC with the state, while the Operating Agreement defines internal operations, member relationships, and management structures. These documents are particularly crucial for protecting member interests, establishing clear governance procedures, and ensuring compliance with state LLC laws. Their importance has grown with the increasing popularity of LLCs as a preferred business structure for small to medium-sized enterprises.
Suggested Sections

1. Article I - Organization: Basic information about the LLC including name, principal place of business, registered agent, and purpose

2. Article II - Members: Initial members, capital contributions, and membership interests

3. Article III - Management: Management structure (member-managed or manager-managed), voting rights, and decision-making processes

4. Article IV - Capital Accounts: Rules for maintaining capital accounts, allocations of profits and losses

5. Article V - Distributions: Rules governing distributions to members

6. Article VI - Transfer of Interests: Rules regarding transfer of membership interests, right of first refusal

7. Article VII - Dissolution: Events triggering dissolution and winding up procedures

Optional Sections

1. Article VIII - Special Allocations: Special tax allocations and compliance with 704(b) regulations, used when complex tax arrangements are needed

2. Article IX - Buy-Sell Provisions: Detailed procedures for buying out members, used when members want specific exit procedures

3. Article X - Competition Restrictions: Non-compete and non-solicitation provisions, used when protecting business interests from member competition

Suggested Schedules

1. Schedule A - Member Information: Detailed list of members, contributions, and ownership percentages

2. Schedule B - Initial Officers: List of initial officers and their roles, if any

3. Exhibit A - Form of Membership Certificate: Template for membership certificates, if used

4. Exhibit B - Tax Matters: Detailed tax provisions and elections

Authors

Alex Denne

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

alex.den.21@genieai.co
Clauses































Industries

Internal Revenue Code: Federal tax regulations governing the tax treatment of LLCs, including classification options and reporting requirements

SEC Regulations: Federal securities regulations that may apply if the LLC plans to offer membership interests as securities

State LLC Act: Primary state-level legislation governing LLC formation, operation, and dissolution procedures

State Business Corporation Act: Supplementary state legislation that may affect LLC operations and corporate governance

State Securities Laws: State-specific regulations regarding the offering and transfer of membership interests

State Tax Laws: State-specific tax requirements and obligations for LLCs

Formation Requirements: Specific legal requirements for forming an LLC, including filing procedures and documentation

Naming Restrictions: State-specific rules governing acceptable LLC names and naming conventions

Registered Agent Requirements: Laws regarding the appointment and maintenance of a registered agent for service of process

Management Structure: Legal framework for member-managed vs. manager-managed LLC structures

Member Rights: Legal requirements regarding member voting rights, duties, and responsibilities

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

Profit/Loss Allocation: Requirements and restrictions regarding the allocation of profits and losses among members

Transfer Restrictions: Laws governing the transfer of membership interests and admission of new members

Dissolution Procedures: Legal requirements for voluntary and involuntary LLC dissolution

Industry Regulations: Specific regulations that may apply based on the LLC's industry or business activities

Professional Licensing: Requirements for professional LLCs and maintaining professional licenses

Local Business Regulations: Municipal and county-level requirements affecting LLC operations

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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