An LLC Operating Agreement is an internal, written document among members of a Limited Liability Company (“LLC”).
Many states do not require Operating Agreements, but the formality is highly encouraged since an LLC Agreement distinguishes the company as an LLC rather than a sole proprietorship or partnership.
Furthermore, an LLC Operating Agreement prevents disputes by defining each owner’s responsibilities and clarifying how decisions and profits will be distributed internally.
1. What is an LLC (Limited Liability Company)?
An LLC is a business structure for companies that combines the legal benefits of a corporation with the tax benefits of a partnership or sole proprietorship.
There are multiple reasons why forming an LLC is a smart business decision.
First, the LLC structure minimizes the personal legal accountability of its members. This is important in the event your company faces litigation for any reason.
Second, it protects the personal assets of its members. In other words, the personal property of each member or owner of the LLC is separated from the debts accrued by the company.
A professional limited liability company, also known as a PLLC, is a type of LLC owned and operated by licensed members of the same profession such as dentists, lawyers, and architects. Some states don’t allow licensed professionals to form LLCs — instead, they must form a PLLC.
How to Start an LLC
Forming an LLC is an exciting step in your journey as an entrepreneur. Creating an LLC is reasonably simple and (depending on the state of registration) requires few bureaucratic hoops to jump through.
The main steps toward forming an LLC include:
- Register a company name for your LLC
- Select your LLC members
- Choose your management structure
- Draft your LLC operating agreement
- Assign a registered agent
- File all LLC formation documents (i.e. Articles of Incorporation, Operating Agreement, etc.)
- Apply for an EIN (Employer Identification Number)
- Obtain all licenses, permits, and tax information
Making sure you know how to form an LLC is an essential step in creating a successful and prosperous business.
Documents Needed to Form an LLC
There are two main LLC formation documents needed to form a limited liability company — the Articles of Organization and an LLC Operating Agreement.
- Articles of Organization – a set of forms declaring your intent to create an LLC in whichever state you’ve chosen to register in and operate.
Additionally, before forming an LLC, you must first decide the number of members that will be involved in the company, and choose one of the corresponding operating agreements:
- Single-Member LLC Operating Agreement – A written document concerning the identity of the sole member, as well as the scope, function, and limitations of the LLC.
- Multi-Member LLC Operating Agreement – A written document concerning the identities of each member, as well as the scope, function, and limitations of the LLC.
A simple LLC Operating Agreement will identify the following basic elements:
- Binding Authority: which individuals have the authority to sign contracts for the company.
- Duties: the powers of each member and manager of the company.
- Meetings: the frequency of meetings to be held and attended by members each year.
- Members: the names of each person who owns part of the company, and how new members may join or old members leave — done to make internal transitions smoother.
- Ownership: the percentage of each member’s share of the company, often based on the capital contributions or money each person gives.
- Term: how long the company will exist or when it should be dissolved or continued.
- Transferring Interest: how members can buy or sell their interest in the company.
- Voting: whether a majority vote or unanimous consent is required from members on certain decisions that impact the company.
As a reference, people often call LLC operating agreements the following:
- Operating Agreement
- LLC Agreement
- LLC Partnership Agreement
- Business Operating Agreement
- LLC Bylaws
- LLC Membership Agreement
The US Small Business Administration provides a helpful overview of Operating Agreements.
2. Do I Need an Operating Agreement for an LLC?
Individuals looking for more control over how their companies are operated on a day-to-day basis and managed on a long-term, strategic level should invest in an LLC Operating Agreement.
A written LLC Agreement protects a company’s limited liability status by proving that the LLC is a separate legal entity. Without written documentation of an Operating Agreement, a company may appear to be a sole proprietorship or partnership for tax and legal purposes.
Banks, lenders, investors, and professionals will often ask for an LLC Operating Agreement before allowing a company to open a business checking account, secure financing, receive investment money, or obtain proper legal and tax help.
Your state’s default LLC rules will apply if you do not have an Operating Agreement.
For example, if you do not detail what happens when a member of the company leaves or passes away, the state may automatically dissolve your limited liability company based on its laws.
If you want something different than your state’s de facto laws, an LLC Operating Agreement allows you to retain control and flexibility on how the company should operate.
LLC members own a percentage of the company, not shares of a corporation. However, state default rules often assume that each owner has an equal share of the company, even though they may have contributed different amounts of money, property, or time.
An Operating Agreement allows you to:
- specify distributive shares (65% ownership entitles you to 65% of profits and losses)
- or make special allocations (50/50 ownership but you are allocated 65% of profits and losses).
For tax purposes, most joint ventures established in the US are formed as LLCs. If you are looking to create your LLC as a joint venture, then you might also need a joint venture agreement.
Here is a chart of some of the consequences individual members, and the LLC, may face if there is no written LLC Operating Agreement.
3. What Should be Included in an Operating Agreement?
An LLC Operating Agreement should generally include the following:
- Who owns the company based on the contributed money, property, or time.
- What should happen if one member passes away or wants to leave the company.
- Where the company’s principal place of business is located.
- Why only certain individual members can sign contracts on behalf of the company.
- When and how regularly members must meet to discuss company affairs.
- How the profits and losses of the company will be distributed among members.
Here are a few other useful details an LLC Operating Agreement might include:
- Operating Agreement Amendment: any changes to the Operating Agreement must be in writing to be valid.
- Dissolution: when and how the company will be dissolved or ended, including how much each member will get paid based on their ownership percentage or contributions.
- Contributions: the amount of money, property, or services each owner gives in the beginning and may be asked to give in the future.
Profits, Losses, and Distributions
- Profits & Losses: how will the money earned or lost be allocated and distributed among each member, either based on ownership percentages or different financial needs or tax brackets of the members.
- Duty of Loyalty: whether the members of the company may invest in competing businesses or whether they are required to share business opportunities with the company.
- Indemnification: the company will defend the members from any legal claims unless the member committed gross negligence or willful misconduct.
- Liability: the individual members are not on the hook for the mistakes of the company or other members unless there was intentional wrongdoing.
- Life insurance: the company may buy life insurance for its members to reduce the capital gain taxes that may be due when the member’s interest is sold at the time of death.
- Management structure: the members must decide if the LLC will be member-managed vs manager-managed, and how managers will be compensated
- Prohibitions: members of the company may not violate the terms of the LLC Operating Agreement, which includes giving their authority to a non-member.
- Voting: which decisions require a majority vote or unanimous consent from the members, either each member gets one vote — “per capita” voting — or each member’s voting power is based on their ownership interest in the company.
- Management Fee: how much the manager(s) should be paid for their services.
- Reimbursement: whether the company will reimburse managers or members for out-of-pocket expenses incurred while managing the company.
- Accounting: generally accepted accounting principles (GAAP) will be used to keep an accurate and complete record of the company’s accounts.
- Annual Report: a report of the company’s financial condition will be provided each year.
- Auditing: members can request the company accounts be examined.
- Records: accurate records and information about the company will be maintained and members of the company may request a copy.
- Tax: the LLC is treated as a partnership for federal and state income taxes.
- Tax Matters Partner: one member will represent the LLC before the IRS on tax matters.
- Valuation: an independent accounting firm may conduct a fair market value appraisal of the company’s assets and liabilities if a value of the LLC is needed.
- Buyout: whether other members of the company have the right to buy another member’s interest in the company if they leave for any reason.
Sample LLC Operating Agreement
The sample LLC operating agreement below details an agreement between the two members of the example company, ‘ABC, LLC.’. The two members, ‘Kenneth A Wenger’ and ‘Hattie J Stamps’, agree on how the LLC will be run, including membership rights, allocation of profits and losses, what to do with salaries and expenses, and other important terms.
4. LLC Operating Agreement Laws by State
|Alabama - § 10A-5A-1.08||Montana - § 35-8-109|
|Alaska - AS 10.50.095||Nebraska - § 21-110|
|Arizona - § 29-3105||Nevada - NRS 86.286|
|Arkansas - § 4-32-405||New Hampshire - § 304.C:41|
|California - Corp Code 17701.10||New Jersey - § 42-2C-11|
|Colorado - § 7-80-108||New Mexico - § 53-19-19|
|Connecticut - § 34-243d||New York - § 417|
|Delaware - § 18-101 - § 18-1109||North Carolina - § 57D-2-30|
|Florida - § 605.0105||North Dakota - § 10-31.1-13|
|Georgia - Title 14, Chapter 11||Ohio - § 1705.081|
|Hawaii - § 428-103||Oklahoma - § 18.2012.2|
|Idaho - § 30-25-105||Oregon - § 63.057|
|Illinois - 805 ILCS 180/||Pennsylvania - § 8916|
|Indiana - IC 23-18-4-4||Rhode Island - § 7-16-22|
|Iowa - § 489.110||South Carolina - § 33-44-103|
|Kansas - § 76-7672||South Dakota - § 47-34A-103|
|Kentucky - § 275-180||Tennessee - § 48-206-101|
|Louisiana - RS 12:1319||Texas - § 101.052|
|Maine - § 31-1521||Utah - § 48-3a-112|
|Maryland - § 4A-402||Vermont - 11 V.S.A. § 4003|
|Massachusetts - Chapter 156C||Virginia - § 13.1-1023|
|Michigan - § 450.4308||Washington - RCW 25.15.018|
|Minnesota - § 322C.0110||West Virginia - § 31B-1-103|
|Mississippi - § 79-29-123||Wisconsin - Chapter 183|
|Missouri - § 347.081||Wyoming - § 17-29-110|
5. Free LLC Operating Agreement Template (PDF & Word)
LLC Operating Agreeement
|State of ______________|
|LLC OPERATING AGREEMENT|
This LLC Operating Agreement (this “Agreement”) is made this ______ day of _______________, 20______, among/between _____________________________________________________________
____________________________________________________________________________________________________________________ (each a “Member” and collectively referred to as the “Members”). The parties agree as follows:
- Introductory Provisions
- Name. The name of the company shall be ____________________________ (the “Company”).
- Principal Place of Business. The Company’s principal place of business shall be at ________________________________________ [Address].
- Purpose. The purpose of the Company is to engage in any lawful act or activity for which a Limited Liability Company may be formed within the State of _________________.
- Registered Agent. ________________________ [Agent] is the Company’s initial registered agent. The registered office is ________________________________________ [Address].
- Term. The term of the Company commences on ____________________, 20______ and shall continue until dissolved pursuant to this Agreement.
- Limitation of Liability. The liability of each Member and each employee of the Company shall be limited to the fullest extent provided by law.
- Names and Addresses of Members. The Members’ names and addresses are attached as Exhibit 1 to this Agreement.
- Fiscal Year. The fiscal year of the Company shall end on ________________________ [Day of the year].
- Membership Interests and Voting
- Members. The Members are those identified in Exhibit 1. For all purposes hereunder, references to Exhibit 1 shall mean Exhibit 1 as may be modified from time to time to reflect changes in Members, Units and contributions.
- Classification of Membership Interests. The Company is authorized to issue
( ☐ __________ membership units of) Class A Voting Capital (“Voting Capital”) to the voting Members (“the Voting Members”). The Voting Members have the right to vote in proportion to their respective Percentage Voting Interest (“PVI”). The PVI shall be calculated by dividing the individual Member’s Voting Capital by the total Voting Capital. The Company may issue
( ☐ __________ membership units of) Class B, Nonvoting Capital (“Nonvoting Capital”) to the Members who have no right to vote on any matters. Each membership unit issued shall be referred to as a “Unit.” The membership interests and class are included in Exhibit 1.
- Percentage Ownership. The percentage ownership shall be calculated by combining the total of a Member’s Voting Capital and Nonvoting Capital and dividing the sum by the total of all the Members’ Voting and Nonvoting Capital. The initial percentages are included in Exhibit 1.
- Membership Votes. The Voting Members shall vote upon all matters upon which the Members have the right to in proportion to their PVI. The nonvoting Members have no right to vote. The Voting Members may act only (Check one) ☐ collectively and unanimously ☐ with majority-in-interest ☐ with a 2/3-majority-in-interest. For purposes of this Agreement, a “majority-in-interest” shall mean consent or approval of those Members holding a majority of the Units eligible to vote on the respective matter.
- Quorum. The Members holding (Check one) ☐ 100% ☐ at least 75% ☐ at least 67%
☐ more than 50% of the Voting Capital in the Company represented in person, by telephonic participation, or by proxy, shall constitute a quorum at any meeting of the Voting Members.
- Delegation. The Members may delegate their powers but not their responsibilities, including voting, to officers or agents or employees of the Company.
- Transfer. No Member may transfer any interest without the consent of (Check one) ☐ all of the Members ☐ a majority-in-interest of the Members (excluding the proposed transferor and transferee).
- New Members. New or additional members may be admitted at any time by affirmative vote of (Check one) ☐ all of the Members ☐ a majority-in-interest of the Members.
- The Company shall be managed by a Manager. The initial Manager shall be ________________________ [Manager]. The term of service of the Manager shall commence on ____________________, 20______ and continue until the Members entitled to vote elect a new Manager or until the Manager resigns or is unable to serve (the “Manager Term”). The Manager may also be designated an officer of the Company with the title of “President” at the discretion of the Members.
- The Manager shall be responsible for all day-to-day decisions affecting the Company except for the following, which shall be reserved to the Members: __________________________________
______________________________________________________________________________. 3. The Manager shall receive compensation in the amount approved by a majority-in-interest of the members.
- The Manager shall (a) devote all effort, time, energy and skill (reasonable vacations and sick-days excepted) to managing the Company as the Members deem reasonable and appropriate; and (b) use its commercially reasonable efforts to promote the success of the Company.
- The Company shall reimburse the Manager for any and all reasonable expenses incurred or advanced by the Manager on behalf of the Company in connection with the business and affairs of the Company.
- Capital Contributions
- Initial Contributions. The Members initially shall contribute capital as described in Exhibit 1 as a condition of the issuance of the respective Units indicated in Exhibit 1. The contribution percentages and totals in the schedule shall be adjusted as they change to reflect the admission of new Members or any other event.
- Additional Contributions. No Member shall be obligated to make any additional contribution to the Company’s capital without the prior unanimous consent of the Members.
- Interest. The Members are not entitled to interest or other compensation on their capital contributions except as expressly provided in this Agreement.
- Return. No Member has any right to any return of capital or other distribution except as expressly provided in this Agreement. No Member has any drawing account in the Company.
- Allocation of Profits and Losses
- Profits/Losses. For accounting and tax purposes, net profits or net losses shall be determined on an annual basis. Profits and losses will be distributed in proportion to each Member’s relative proportion of total capital in the Company, as set forth in Exhibit 1.
- Distributions. The Members shall distribute funds annually or, if determined as necessary by the Voting Members, at more frequent intervals. No Member has the right to demand or receive distribution in any form other than money. No Member may be compelled to accept distribution of assets in lieu of money, except on dissolution and winding up of the Company.
- Salaries, Reimbursement, and Expenses
- Organization Expenses. All expenses in connection with the management and organization of the Company will be paid by the Company.
- Salary. No salary will be paid for the performance of duties under this Agreement by a Member (except as provided for by the Manager who may be a Member) unless approved in writing by a majority-in-interest of the Members, excluding the Member to receive the salary and such Member’s interest.
- Legal and Accounting Services. The Company may obtain legal and accounting services to the extent reasonably necessary.
VII. Records and Reporting
- Books. The Manager shall maintain complete and accurate books and records in accordance with generally accepted accounting principles.
- Records. The Company shall maintain at its principal office the following: (a) the full name and last known business or residence address of each Member; (b) records detailing all capital accounts, including entries for contributions and distributions, ownership interest, percentage ownership, and voting interests; (c) a copy of the certificate of formation of the Company and any and all amendments; (d) copies of all federal ,state, and local income tax or returns and reports for the six most recent taxable years; (e) a copy of this Agreement and any amendments; (f) copies of financial statements of the Company for the six most recent fiscal years; (g) the books and records as related to the affairs of the Company; and (h) true and full information regarding the status of the business and financial conditions of the Company, including the amount of cash and description of the agreed value of any property or services contributed or that will be contributed by Members.
- Accountings. At the close of each fiscal year, the Manager shall make a full and accurate accounting of the affairs of the Company, including a balance sheet, a profit and loss statement, and a statement of the Members’ equity showing the respective capital accounts and distributions, if any, and any other information necessary for a complete and fair presentation of the financial condition of the Company.
- Inspection. Each Member has the right, on reasonable request related to their interest as a Member, to: (a) inspect and copy during normal business hours any of the Company’s records described above; (b) obtain from the Company promptly after becoming available a copy of the Company’s federal, state, and local income taxes and returns for each fiscal year.
- Partnership for Tax Purposes. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and that the Members and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
VIII. Dissolution and Liquidation
- Dissolution. The Company shall be dissolved upon the occurrence of any the following:
- Approval by (Check one) ☐ all of the Members ☐ a majority-in-interest of the Members.
- Bankruptcy, death, dissolution, expulsion, incapacity, or withdrawal of any Member unless a majority-in-interest of the remaining Members gives written consent to continue.
- As required by law or judicial decree.
- Winding Up and Distribution. Upon dissolution of the Company one or more Members elected by a majority-in-interest shall be the liquidating Member(s) (“Liquidating Member”). The Liquidating Member shall wind up the Company’s affairs, liquidate the property and assets, and terminate any remaining business. The Liquidating Member(s) shall give a full accounting of the assets and liabilities. The assets and liabilities may be liquidated by selling the assets and distributing the net proceeds. The proceeds of the liquidation shall be distributed in this order: (1) the expenses of liquidation; (2) debts and liabilities of the Company (including debts of the Company to the Members or affiliates); (3) a reserve for contingent or unforeseen liabilities or obligations to third parties (to be held in escrow by an agent chosen by the Liquidating Member); (4) to the Members in proportion to the Units owned by each Member relative to the total of all issued Units.
- Members. No Member shall be liable to the Company or to the other Members for damages or otherwise with respect to any actions taken in good faith and reasonably believed to be in the best interests of the Company, unless the Member has committed fraud, gross negligence, willful or want misconduct, or a material breach of this Agreement or the fiduciary duties of the Member.
- Indemnification by Company. The Company shall indemnify, hold harmless and defend the Members in their capacity as Members, the Manager and all managers, or officers, from and against any loss, expense, damage, or injury sustained as a result of any acts or omissions arising out of any activity of the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconduct, or a material breach of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnification.
- Indemnification by Members. The Members agree to indemnify and defend the Company, including the other Members, the Manager and each of their respective employees, agents, partners, shareholders, officers, and directors; and hold them harmless from and against any and all claims, liabilities, damages, costs, and expenses arising out of any fraud, gross negligence, willful or wanton misconduct or a breach of this Agreement by that Member.
- Insurance. The Company shall have the authority to purchase and maintain insurance covering any person who is or was a Member or agent of the Company against any liability asserted against the person arising out of his/her status as a Member or agent of the Company, regardless of whether the Company would have the authority to indemnify such person against liability under this Agreement or applicable law.
- Confidential Information
- General. Each Member and the Manager hereby acknowledges that the Company has or may have, utilizes or may utilize, may develop and/or may acquire proprietary intellectual property, trade secrets, and other confidential information not generally known to the public (collectively, “Confidential Information”). Each Member and the Manager acknowledges that such Confidential Information is a special, valuable, and unique asset of the Company and agrees that it will not use any such Confidential Information for its own benefit or for the benefit of any person or entity with which it may be associated in any manner except the Company or its Affiliates. Except (i) in connection with maintaining and reporting its investment in the Company as reasonably required in its own operation, (ii) in connection with the responsibilities hereunder or operation of the Company and for the benefit thereof, or (iii) as may be required by law or court order (in which event the Member or the Manager so required shall promptly notify the Company, as the case may be, to give the respective entity an opportunity to seek an appropriate protective order), each Member and the Manager agrees that it will not disclose any Confidential Information to any Person unless such information is previously known, was disclosed on a non-confidential basis or was disclosed by the Company in a manner intended to not be confidential. “Affiliate” of a Party means (1) any corporation, partnership, trust or other entity controlling, controlled by or under common control with such Party; (2) any executive officer, director, trustee or general partner of any Party described in (1) above; or (3) any spouse, lineal ancestor, lineal descendant or member of the household of such Party. For purposes of this section, “control” shall mean the control or ownership of fifty percent (50%) or more of the voting securities in the Party referred to.
- Member Contributions. Each Member and the Manager further acknowledges that it may contribute ideas, knowledge, know-how and, potentially, Confidential Information of such disclosing Member or the Manager to the Company, the employees, agents or contractors of the Company. Each disclosing Member or the Manager shall retain ownership of such Confidential Information but grants to only the Company, not to the individual(s) to whom the information was disclosed in his/her respective personal capacity(ies), the limited right to use such Confidential Information solely and exclusively for the benefit of the Company, and not any individual Member other than the disclosing Member; and each Member and the Manager other than the discloser promises and agrees to not use Confidential Information of a disclosing Member or the Manager for any purpose whatsoever except in connection with the Company and except with the written consent of both the disclosing Member and the Company. For purposes of this Section X, all references to the Company shall include its Affiliates.
- Exceptions. Notwithstanding the foregoing, Confidential Information shall not include any information which a Member or the Manager can show, by contemporary documentation, (i) is now or later becomes available in the public domain without breach of this Agreement by the Member or the Manager, (ii) was in the possession of the Member or the Manager prior to disclosure to the Member or the Manager by the Company, (iii) was received from a third party without breach of any nondisclosure obligations to the Company or otherwise in violation of the Company’s rights, or (iv) was developed by the Member or the Manager independently of any Confidential Information received from the Company.
- Representations and Warranties
- Investment Matters. Each Member, severally and not jointly, hereby warrants and represents to the Company and to each other Member that (i) such Member is acquiring his, her or its Units solely for investment and not with a view to the distribution or resale thereof or to divide his or its participation with others, (ii) such Member is acquiring his, her or its Units with his, her or its own funds and for his, her or its own account and not on behalf of any other Person, (iii) neither such Member nor any other Person acting on his, her or its behalf has paid any commission or other compensation to any Person in connection with such Member’s acquisition of his, her or its Units, and (iv) such Member acknowledges that none of the Units has been registered or qualified under the Securities Act of 1933, as amended from time to time (the “Securities Act”), or any applicable state securities laws, and, in addition to the other restrictions on disposition contained in this Agreement, the Units may not be sold, transferred or otherwise disposed of in whole or in part unless a registration statement under the Securities Act with respect to such Units and qualification in accordance with all applicable state securities laws has become effective, or unless such Member establishes to the satisfaction of the Company that an exemption from such registration and qualification is available.
- Authorization; No Conflicts; Due Execution and Delivery. Each person now or hereafter becoming a Party to this Agreement hereby represents and warrants to the Company and each other Party hereto that such person is of legal age and is duly authorized to execute, deliver and perform this Agreement, and such execution, delivery and performance will not breach, conflict with, give rise to a default under, or violate any law, rule, regulation or order applicable to such person or by which such person is bound, nor any material contract or agreement to which such person is a party or by which such person is bound. Each person executing or delivering this Agreement in a representative capacity on behalf of another person represents and warrants to the Company and each Party hereto that such representative is duly authorized to do so.
- Dispute Resolution. Any dispute arising out of or related to this Agreement that the Members are unable to resolve by themselves shall be settled by arbitration in the State of _________________ in accordance with the rules of the American Arbitration Association. The written decision of the arbitrator(s), as applicable, shall be final and binding on the Members. Judgment on a monetary award or enforcement of injunctive or specific performance relief granted by the arbitrator(s), or to enforce this arbitration agreement, may be entered in any court having jurisdiction over the matter without the requirement of a bond.
- Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Members and their respective legal representatives, heirs, administrators, executors, successors and permitted assigns.
- Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.
- Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of _________________, not including its conflicts of law provisions.
- Further Assurances. At the written request of one Member, the other Members shall execute and deliver such other documents and take such other actions as may be reasonably necessary to effect the terms of this Agreement.
- Headings. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision in this Agreement.
- Entire Agreement. This Agreement contains the entire understanding between the Members and supersedes and cancels all prior agreements of the Members, whether oral or written, with respect to such subject matter.
- Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.
- Amendment. This Agreement may be amended or modified only by a written agreement signed by all of the Members.
- Notices. Any notice or other communication given or made to any Member under this Agreement shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address in Exhibit 1 or to another address as that Member may subsequently designate by notice and shall be deemed given on the date of delivery. For a notice to be valid, an email copy shall accompany each of the foregoing modes of noticing a Party. An email notice, by itself, shall suffice as notice at such time as the sender receives a receipt acknowledgment or the recipient replies, directly or indirectly, to such notice.
- Waiver. No Member shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by any Member of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.
- Survival. Notwithstanding termination of this Agreement and the Company, the following Sections hereof shall survive such termination: IX.3, X and XII.
IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first written above.
|Member Signature||Member Full Name|
|Member Signature||Member Full Name|
|Member Signature||Member Full Name|
|Member Signature||Member Full Name|
|Member Signature||Member Full Name|
|Member Signature||Member Full Name|
As of __________________________ [Date]
|Name and Address||# Units/ Class||% of Voting Capital||% of Total Capital||Date||Consideration Paid|