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Article Of Organization And Operating Agreement for the United States

Article Of Organization And Operating Agreement Template for United States

The Articles of Organization and Operating Agreement are foundational documents for Limited Liability Companies (LLCs) in the United States. The Articles of Organization is filed with the state to legally establish the LLC, while the Operating Agreement is an internal document that governs the company's operations, management structure, and member relationships. These documents comply with state-specific LLC laws and establish the framework for business operations, ownership rights, and management responsibilities.

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Article Of Organization And Operating Agreement

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What is a Article Of Organization And Operating Agreement?

Articles of Organization and Operating Agreement are essential documents required when forming and operating an LLC in the United States. These documents serve different but complementary purposes: the Articles of Organization officially creates the LLC with the state, while the Operating Agreement details internal operations and member relationships. They establish ownership percentages, management structure, voting rights, profit/loss allocations, and procedures for various business scenarios. The documents must comply with state-specific LLC laws and can be customized to meet specific business needs while maintaining legal compliance.

What sections should be included in a Article Of Organization And Operating Agreement?

1. Article 1: Organization: Formation of LLC, name, registered agent, principal office, purpose and compliance with state-specific LLC laws

2. Article 2: Members: Initial members, membership interests, capital contributions, and member rights and obligations

3. Article 3: Management: Management structure, voting rights, meetings, and decision-making procedures

4. Article 4: Capital Accounts: Capital account maintenance, allocations, and compliance with federal tax requirements

5. Article 5: Distributions: Distribution rules, procedures, and limitations

6. Article 6: Transfer Restrictions: Rules regarding transfer of membership interests and ownership restrictions

7. Article 7: Dissolution: Dissolution procedures, winding up process, and asset distribution

What sections are optional to include in a Article Of Organization And Operating Agreement?

1. Buy-Sell Provisions: Detailed rules and procedures for buying out members' interests, including valuation methods and payment terms

2. Special Allocations: Complex profit/loss allocation provisions that deviate from standard proportional allocations

3. Industry-Specific Provisions: Specialized provisions required for compliance with specific industry regulations and requirements

What schedules should be included in a Article Of Organization And Operating Agreement?

1. Schedule A: Members' Capital Contributions: Detailed list of initial capital contributions from each member, including type and value

2. Schedule B: Membership Interests: Detailed breakdown of percentage ownership interests of all members

3. Appendix A: Definitions: Comprehensive glossary of terms used throughout the agreement

4. Appendix B: Tax Matters: Detailed tax provisions, elections, and procedures for tax compliance

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Cost

Free to use
Clauses

























Industries

State-Specific LLC Laws: Primary state legislation governing LLCs including Limited Liability Company Act, state-specific filing requirements, naming requirements, and management structure requirements

Federal Tax Laws: Internal Revenue Code, IRS regulations regarding LLC taxation and classifications, and federal tax identification (EIN) requirements

Securities Laws: Securities Act of 1933, Securities Exchange Act of 1934, and state securities laws (Blue Sky Laws) if applicable to the LLC structure

Employment Laws: Fair Labor Standards Act, state employment laws, and workers' compensation requirements for LLCs with employees

Business Licensing: State and local business licensing requirements, including industry-specific licensing requirements

Corporate Governance: State requirements for maintaining corporate records, meeting and voting requirements, and fiduciary duties of members/managers

Banking Regulations: Requirements for business banking accounts and state regulations regarding capital contributions

Industry-Specific Regulations: Additional regulations that may apply depending on the specific industry or business type of the LLC

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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