The Operating Agreement For LLC Taxed As S Corporation is essential when business owners want to combine the flexibility and protection of an LLC with the tax benefits of an S Corporation under US law. This document is crucial for businesses seeking to avoid double taxation while maintaining limited liability protection. It must comply with both state LLC regulations and federal S Corporation requirements, including restrictions on the number and type of shareholders, single class of stock requirements, and specific allocation of profits and losses. The agreement typically includes provisions for maintaining S Corporation status, reasonable compensation requirements for owner-employees, and corporate governance structures.
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1. Parties: Identifies all members and the LLC entity
2. Background: States the purpose of forming the LLC and election of S Corporation status
3. Definitions: Key terms used throughout the agreement
4. Formation and Name: Details of LLC formation and official name
5. Purpose and Powers: Business purpose and permitted activities
6. Capital Contributions: Initial and additional capital contribution rules
7. Membership Interests: Allocation of ownership interests and voting rights
8. Management Structure: Governance structure and management responsibilities
9. Distributions and Allocations: Profit/loss allocation and distribution rules
10. Tax Matters: S Corporation tax election and compliance requirements
1. Buy-Sell Provisions: Rules for transferring interests and restrictions on transfer of membership interests
2. Employment of Members: Terms and conditions for member employment and compensation requirements
3. Intellectual Property: IP ownership, protection, and rights allocation between company and members
4. Confidentiality: Protection of company confidential information and trade secrets
1. Schedule A - Members' Capital Contributions: Detailed list of initial capital contributions by each member
2. Schedule B - Membership Interests: List of members and their respective ownership percentages
3. Appendix A - S Corporation Election Form: Copy of filed Form 2553 for S Corporation election
4. Appendix B - Valuation Method: Agreed methodology for valuing membership interests
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