Business Docx: LLC Formation & LLC Operating Agreement
MODEL FORMATION DOCUMENT (ARTICLES OF ORGANIZATION)This LLC formation document, which closely parallels articles of incorporation needed for legal formation and recognition of corporations, is required to be filed with an appropriate state or local government agency in order to establish legal recognition of an LLC.
LLC OPERATING AGREEMENTThis document is important to protect the company’s limited liability status. It is essential in structuring the business’s financial and functional decisions and governs internal operations.
CONSENT OF REGISTERED AGENTThis is a short form used to evidence the acceptance and consent of a person appointed as the registered agent of an entity.
ORGANIZATIONAL MEETING (CONSENT TO ACTION TAKEN)Though not always legally required, it is a good planning idea to address organizational issues immediately after an LLC has been formed. Maintaining regular governance documents is a good practice and should start with this organizational meeting.
AMENDMENT TO OPERATING AGREEMENTOperating Agreements for LLCs are not carved in stone. The LLC Operating Agreement itself should be amended from time to time to ensure that the intent of the parties is consistently reflected in the LLC’s governing documents. Use this document to make minor amendments to the LLC Operating Agreement, but if major changes are necessary it is best to do a complete restatement.
SUBSCRIPTION AGREEMENTThis Agreement confirms a Member’s subscription to a Membership Interest in the LLC.
MEMBER CERTIFICATE OF INTERESTLike a corporate stock certificate, this certificate documents the ownership of a membership interest in an LLC. Some attorneys prefer to document all LLC membership interests and transfers on a ledger, while others prefer to provide Membership Certificates
LIST OF MEMBERS AND MEMBERSHIP INTERESTSThis Exhibit to the Operating Agreement documents the names of the initial members and their respective ownership interests in the LLC and should be kept up to date for voting and distribution purposes.
MEMBER CONTRIBUTION SCHEDULEThis Schedule to the Operating Agreement documents the contributions of each member to the LLC.
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