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LLC Taxed As C Corp Operating Agreement Template for United States

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Key Requirements PROMPT example:

LLC Taxed As C Corp Operating Agreement

"I need an LLC Taxed As C Corp Operating Agreement for a technology startup with three founding members, structured to allow for future venture capital investment and potential IPO by March 2025, with specific provisions for a formal board structure and preemptive rights for existing members."

Document background
The LLC Taxed As C Corp Operating Agreement is essential when business owners want to maintain LLC operational flexibility while accessing corporate tax treatment. This structure is particularly valuable for companies planning significant growth, seeking venture capital, or considering future public offerings. Under U.S. law, this arrangement requires specific IRS election (Form 8832) and careful structuring of governance and operational provisions to align with both LLC and corporate requirements. The agreement typically includes detailed provisions for corporate-style governance, capital structure, and transfer restrictions while maintaining LLC liability protection.
Suggested Sections

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

2. Background/Recitals: States the purpose of forming the LLC and election of C Corporation tax treatment

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Details of LLC formation, registered name, and registered office

5. Capital Contributions: Initial and additional capital contributions, capital accounts

6. Management Structure: Manager-managed or member-managed structure, voting rights

7. Tax Matters: C Corporation tax election and related provisions

8. Transfer Restrictions: Rules regarding transfer of membership interests

9. Dissolution and Liquidation: Process for winding up the LLC

Optional Sections

1. Board of Directors: Corporate-style governance structure when adopting more formal corporate governance

2. Officer Positions: Corporate officer roles and responsibilities when implementing corporate management structure

3. Preemptive Rights: Rights of first refusal for new issuances when members want protection against dilution

4. Buy-Sell Provisions: Detailed procedures for buying/selling interests when members want specific exit mechanisms

Suggested Schedules

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

2. Schedule B - Tax Elections: Specific tax elections and procedures

3. Schedule C - Board of Directors: Initial board members and terms (if applicable)

4. Appendix A - Defined Terms: Extended definitions of key terms

5. Appendix B - Corporate Governance Procedures: Detailed corporate-style procedures if adopted

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 Section 7701: Federal regulations governing entity classification ('check-the-box' regulations) that allow LLCs to elect their tax treatment as a C Corporation

IRC Subchapter C: Corporate tax provisions that will apply to the LLC once it elects to be taxed as a C Corporation, including corporate tax rates, dividend treatment, and other corporate tax matters

Form 8832 Requirements: IRS form and requirements for Entity Classification Election that must be filed to elect C Corporation tax treatment

Securities Act of 1933: Federal law governing the issuance of securities, which may apply if LLC membership interests are considered securities

Securities Exchange Act of 1934: Federal law governing the trading of securities and ongoing reporting requirements, relevant if LLC interests are considered securities

State LLC Act: State-specific laws governing LLC formation, management structure, fiduciary duties, member rights and obligations, and dissolution procedures

State Corporate Laws: State-specific corporate law principles that may be relevant due to C Corporation tax election, including corporate governance provisions

State Securities Laws: State-specific 'blue sky' laws regulating securities offerings and trading within the state

Employment Laws: Federal and state employment regulations that apply if the LLC has employees

Industry-Specific Regulations: Regulations specific to the LLC's business sector that must be considered in the operating agreement

State Tax Laws: State-specific tax treatment of LLCs and corporate tax provisions that will affect the entity's state tax obligations

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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