Ƶ

Limited Liability Company Agreement for the United States

Limited Liability Company Agreement Template for United States

A Limited Liability Company Agreement is a foundational document that governs the operation, management, and ownership structure of an LLC in the United States. This agreement, also known as an Operating Agreement in some states, establishes the rights and responsibilities of members, details capital contributions and profit distributions, sets forth management procedures, and provides mechanisms for handling various business scenarios including transfers of ownership and dissolution. While specific requirements vary by state, this agreement serves as the primary internal governing document for the LLC.

Your data doesn't train Genie's AI

You keep IP ownership of your information

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Download a Standard Template

4.6 / 5
4.8 / 5
Access for free
OR

Alternatively: Run an advanced review of an existing
Limited Liability Company Agreement

Let Ƶ's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.

What is a Limited Liability Company Agreement?

The Limited Liability Company Agreement is essential for any business forming an LLC in the United States. This document should be created at the time of LLC formation and serves multiple crucial purposes: it defines the financial and functional relations among members, establishes management structures, outlines capital requirements, and sets procedures for various business scenarios. While some states don't legally require an LLC Agreement, having one is considered best practice as it provides clarity and protection for all parties involved. The agreement helps prevent disputes by clearly defining roles and responsibilities, while also providing mechanisms for resolving disagreements when they arise. It's particularly important for multi-member LLCs but can also be valuable for single-member LLCs, especially for maintaining liability protection and establishing succession plans.

What sections should be included in a Limited Liability Company Agreement?

1. Parties: Identifies all members of the LLC and their contact information

2. Background/Recitals: States the purpose of forming the LLC and basic intentions of the parties

3. Definitions: Defines key terms used throughout the agreement

4. Formation: Details about LLC formation, registered office, and registered agent

5. Capital Contributions: Specifies initial and additional capital contributions by members

6. Membership Interests: Defines ownership percentages and classes of interests

7. Management: Describes management structure and decision-making processes

8. Distributions: Details how and when profits will be distributed

9. Transfer Restrictions: Rules regarding transfer of membership interests

10. Dissolution: Conditions and procedures for LLC dissolution

What sections are optional to include in a Limited Liability Company Agreement?

1. Tag-Along Rights: Minority member protection rights allowing them to join in sale of majority interests

2. Drag-Along Rights: Majority member rights to force minority members to join in sale of the company

3. Special Purpose Provisions: Industry-specific requirements and compliance provisions for regulated industries

4. Employee Matters: Employment policies, procedures, and management structure for LLCs with employees

What schedules should be included in a Limited Liability Company Agreement?

1. Schedule A - Members and Capital Contributions: Detailed list of members and their initial capital contributions

2. Schedule B - Membership Interests: Detailed breakdown of ownership percentages and classes of interests

3. Schedule C - Valuation Method: Agreed method for valuing membership interests for various transfer events

4. Appendix A - Form of Transfer Agreement: Template agreement for transferring membership interests

5. Appendix B - Management Procedures: Detailed management and voting procedures for the LLC

Authors

Alex Denne

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

Jurisdiction

United States

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Clauses


































Industries

Internal Revenue Code: Federal tax regulations governing the tax treatment of LLCs, including classification options (partnership, corporation, or disregarded entity)

Federal Securities Laws: Federal regulations governing securities offerings and trading, relevant if the LLC plans to issue membership interests that qualify as securities

Federal Employment Laws: Federal regulations governing employment relationships, including FLSA, FMLA, and other employment-related requirements for LLCs with employees

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

State Business Corporation Laws: State-specific corporate laws that may impact LLC operations and governance structure

State Securities Laws: State-level regulations (Blue Sky Laws) governing securities offerings and trading within the state

State Tax Laws: State-specific tax regulations applicable to LLCs, including filing requirements and tax treatment

State Employment Laws: State-specific employment regulations, including minimum wage, overtime, and worker protection requirements

Uniform Limited Liability Company Act: Model legislation providing standardized rules for LLC formation and operation, which many states have adopted in whole or in part

State Filing Requirements: Specific documentation and procedures required by the state for LLC formation, maintenance, and reporting

SEC Regulations: Federal securities regulatory framework overseen by the Securities and Exchange Commission, applicable if the LLC engages in securities-related activities

Industry-Specific Regulations: Specialized rules and requirements applicable to LLCs operating in regulated industries (e.g., healthcare, financial services, etc.)

Local Business Licensing: Municipal and local government requirements for business operation permits and licenses

State Record-Keeping Requirements: State-mandated obligations for maintaining corporate records, meeting minutes, and other documentation

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

Find the exact document you need

Agreement Letter Between Company And Employee

A U.S.-compliant formal agreement establishing employment terms and conditions between an employer and employee.

find out more

Contract Letter Between Two Parties

A legally binding agreement in letter format that establishes contractual relationships between two parties under U.S. law.

find out more

Agreement For Work To Be Performed

A U.S. legal contract defining terms and conditions for specific work or services to be provided, including scope, payment, and deliverables.

find out more

Enforceable Contract

U.S.-compliant enforceable contract template incorporating all essential elements required under federal and state law.

find out more

White Label Software License

A U.S.-governed agreement allowing companies to license and rebrand software products under their own name.

find out more

Electronic Confidentiality Agreement

A U.S.-compliant agreement protecting confidential information shared electronically between parties, incorporating federal electronic signature and trade secret laws.

find out more

Basic Contract

A standard U.S.-compliant contract template establishing fundamental terms and conditions between parties, suitable for various business relationships.

find out more

Prenuptial Agreement

A U.S. legally binding contract executed before marriage that establishes property and financial rights of spouses in case of divorce or death.

find out more

Agreement Letter Between Two People

A legally binding agreement letter used in the U.S. to document mutual understanding and obligations between two individuals, following American contract law principles.

find out more

Home Contract Agreement

A legally binding agreement under U.S. federal and state laws that documents the terms and conditions for the purchase and sale of residential property.

find out more

Statement Of Agreement

A U.S.-compliant formal document that outlines agreed terms between parties, serving as a legally binding agreement while being more streamlined than a full contract.

find out more

Agreement Between Principal Employer And Contractor

A U.S.-governed contract defining the relationship and terms between a principal employer and independent contractor.

find out more

Business Percentage Agreement

A U.S.-governed agreement establishing percentage-based revenue or profit sharing terms between business parties.

find out more

Rent In Exchange For Services Agreement

A U.S. legal agreement establishing terms for rent-free accommodation in exchange for specified services provided to the property owner.

find out more

Catering Contract

A U.S.-governed agreement between caterers and clients for professional food service provision, covering service terms, pricing, and regulatory compliance.

find out more

White Label Software License Agreement

A US-governed agreement allowing companies to license and rebrand software products under their own brand name.

find out more

Business Cooperation Agreement

A US law-governed agreement establishing terms and conditions for business collaboration between multiple parties, defining rights, obligations, and operational framework.

find out more

Terms Of Business Agreement

A US law-governed agreement establishing core terms and conditions for business-to-business service provision.

find out more

Online Lease Agreement

A U.S.-compliant digital rental contract establishing terms between landlord and tenant for residential property use.

find out more

Business Contract

A U.S.-governed Business Contract establishing terms and conditions for commercial relationships between business entities.

find out more

Yearly Contract Agreement

A US-governed agreement establishing terms and conditions for a twelve-month contractual relationship between parties.

find out more

Working Partner Agreement

A U.S. legal agreement defining the terms and conditions of a working partner's involvement in a business, including ownership rights and operational responsibilities.

find out more

Work For Hire Contract

A U.S.-governed agreement establishing ownership rights of commissioned work under the work-for-hire doctrine.

find out more

Work For Hire Agreement

A U.S.-governed agreement establishing ownership rights and terms for work created by a contractor for a hiring party, under copyright law.

find out more

Work Contract Agreement

A legally binding employment agreement that establishes work terms and conditions between employer and employee, compliant with U.S. federal and state employment laws.

find out more

Work Contract

A legally binding employment agreement that establishes terms and conditions of employment under U.S. federal and state laws.

find out more

Work Agreement

A U.S.-compliant agreement establishing employment terms between employer and employee.

find out more

Wholesaling Houses Contracts

A U.S. legal agreement enabling the transfer of property purchase rights from a wholesaler to an end buyer, subject to federal and state real estate regulations.

find out more

White Label Agreement

A U.S.-governed agreement enabling one company to rebrand and sell another company's products or services under their own brand name.

find out more

Website Development Agreement

A U.S.-compliant legal agreement between a website developer and client establishing terms for website development services, including scope, timeline, and deliverables.

find out more

Website Design Contract

A U.S.-compliant legal agreement between a website designer and client defining the terms of website design services and deliverables.

find out more

Website Contract

A U.S.-governed legal agreement between website developers and clients defining website development terms and obligations.

find out more

Web Development Contract

A U.S.-governed legal agreement between a web developer and client specifying terms for website development services, including scope, deliverables, and rights.

find out more

Web Design Contract

A U.S.-governed legal agreement between a web designer and client specifying terms, deliverables, and rights for website development services.

find out more

Volunteer Contract

A legally binding agreement under U.S. law that establishes terms and conditions between a volunteer and an organization for unpaid service provision.

find out more

Voluntary Service Agreement

A U.S.-governed agreement defining terms and conditions for volunteer services, protecting both the volunteer and the organization.

find out more

Virtual Assistant Contract

A U.S.-compliant legal agreement establishing the terms and conditions between a client and a virtual assistant, governing remote work arrangements and protecting both parties' interests.

find out more

Venue Rental Agreement

A U.S.-compliant legal agreement governing the temporary rental of a venue or facility, establishing terms, conditions, and responsibilities between the venue owner and renter.

find out more

Vendor Services Agreement

A U.S.-governed contract defining the terms and conditions for services provided by a vendor to a client.

find out more

Vendor Contract

A legally binding agreement under U.S. law that governs the relationship between a vendor and purchaser, establishing terms for goods or services provision.

find out more
See more related templates

ұԾ’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ұԾ’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

You have full control over your data and who gets to see it