MULTI-MEMBER LLC OPERATING AGREEMENT

Notice
This template is general information from BusinessEntityLookup.org. It is not legal or tax advice, and it is not written for any one state. Rules differ by state and by business. Read it, change it to fit your company, and ask a lawyer to check it before you rely on it.
Replace every item in [square brackets]. Delete any clause that does not fit. Every member signs. Keep a signed copy with the company records.

1. The company
This Operating Agreement is made on [date] by the people named in Schedule A (the Members) for [Company name] (the Company), a limited liability company formed in [State].
The Company was formed when the state accepted its articles of organization (or certificate of formation) on [formation date]. The Company's name, as in that filing, is [exact legal name].
The Company's principal office is at [address].

2. Purpose
The Company exists to carry on [describe the business] and any other lawful activity the Members approve.

3. Registered agent
The Company's registered agent and registered office in [State] are [agent name] at [address]. The Members may change them by filing the form the state requires.

4. Capital and ownership
Each Member's starting contribution and percentage interest is in Schedule A.
No Member has to add more money unless the Members approve a capital call by [majority / unanimous] vote. A Member who does not pay an approved capital call [may be diluted / may be treated as having made a loan to the Company by the other Members], as stated in Schedule A.

5. Management
The Company is [member-managed / managed by the manager or managers named in Schedule A].
Day-to-day decisions are made by [the managing member / each Member acting alone up to $[amount]]. Decisions in the next section need a vote.

6. Votes
Each Member votes in proportion to their percentage interest unless Schedule A says otherwise.
These decisions need approval by [majority / two-thirds / all] of the interests: selling the business or most of its assets, borrowing above $[amount], admitting a new Member, changing this agreement, merging, and ending the Company.
Members meet at least [once a year] and whenever a Member asks with [number] days' written notice. A written consent signed by the Members who could pass the vote counts as a meeting.

7. Profits, losses and distributions
Profits and losses follow each Member's percentage interest unless Schedule A states another rule.
The Company distributes available cash [quarterly / yearly / when the Members approve], after paying debts and keeping reasonable reserves. Distributions follow percentage interests.

8. Taxes
The Members intend the Company to be taxed as [a partnership / an S corporation / a C corporation] for federal income tax. [Member name] acts as the person who deals with the tax authorities for the Company and keeps the other Members informed.

9. Books and money
The Company keeps its own bank accounts and honest books. Each Member may look at the books on reasonable notice. The Company gives each Member the tax figures they need within [number] days after the year ends.

10. Limited liability and indemnity
No Member is personally responsible for the Company's debts only because they are a Member or manager.
The Company will cover a Member's or manager's reasonable costs from claims that arise from acting for the Company in good faith, to the extent the law allows and the Company has the money.

11. Transfers and new members
A Member may not sell or give away an interest without offering it first to the other Members, who have [number] days to buy it pro rata at the price in Schedule A or at a price set by [method].
A buyer or recipient becomes a Member only if the Members approve and the buyer signs this agreement.

12. Leaving, death and disability
A Member who wants to leave gives [number] days' written notice. The Company or the other Members may buy the leaving Member's interest at the price set under Schedule A.
If a Member dies or cannot act, their estate or representative keeps the right to the Member's share of distributions. They become a Member only if the other Members approve.

13. Deadlock
If the Members are split and cannot decide an important matter after [number] days, they first try a mediator they both accept. If that fails, [any Member may offer to buy the other Members out at a stated price, and the others then choose to sell or to buy at that price / the Members may agree to end the Company].

14. Ending the Company
The Company ends if the Members approve, or if the law requires. It then pays its debts, distributes what is left by percentage interest and files the end-of-company papers the state requires.

15. General terms
The law of [State] governs this agreement. Changes must be in writing and signed by the Members who hold the votes needed in section 6. If a court finds one clause unenforceable, the rest stays in force. This is the whole agreement among the Members about the Company.

Schedule A: Members
Member name | Address | Starting contribution | Percentage interest | Manager? (yes/no)
[Name] | [Address] | [Amount] | [%] | [yes/no]
[Name] | [Address] | [Amount] | [%] | [yes/no]

Signatures
Member: ______________________   Name: [Name]   Date: ____________
Member: ______________________   Name: [Name]   Date: ____________