LLC Operating Agreement Sample (Annotated, Section by Section)
Reading a finished operating agreement beats reading about one. Here's what each section of a standard agreement actually says and why it's there — the same eight sections our generator produces.
Sections 1–2: Formation and Members
The formation clause ties the agreement to your state filing — LLC name, formation date, principal office. The members section is the one banks read first: who owns the company and in what percentages. In a sample two-member LLC: 'Jane Doe — 60%, John Roe — 40%.' Vague ownership language is the #1 source of member lawsuits; exact percentages are the fix.
Sections 3–5: Management, Capital, Distributions
Management declares member-managed (everyone can act) or manager-managed (designated people act). Capital contributions record what each member put in — cash, property, or services. Distributions say how profits flow: proportional to ownership is the standard sample language, and anything else needs explicit wording, because the IRS and your partners will both care.
Sections 6–8: Liability, Dissolution, Governing Law
The liability section restates the shield — members aren't personally liable for company debts. Dissolution sets the exit rules: majority consent in most samples. Governing law names your state. Generate the full agreement with your details in the form above — every section from this sample, completed and ready to sign.
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