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Arkansas Limited Liability Company Operating Agreement

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Arkansas Limited Liability Company Member Forms

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Arkansas Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , 20 , at .m., to be held at the following address:

The Purpose of the meeting is to:

This Notice given on this the day of , 20 , by a Member of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member

Resolution of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Arkansas Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , 20 , at .m.

The Members adopted the following resolution:

RESOLVED,

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Arkansas Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , 20 , at .m., to be held at the following address:

The Purpose of the meeting is to amend the Articles of Organization in the following respect:

This Notice given on this the day of , 20 , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Arkansas Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , 20 , at .m.

The Purpose of the meeting was to consider amendment of the Articles of Organization.

Upon motion duly made, seconded and approved by the members, the amendment of the Articles of Organization was approved as follows:

The following Members are authorized to file the amendment:

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Arkansas Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , 20 , at .m., to be held at the following address:

The Purpose of the meeting is consider dissolution of the Company. The proposed action will be to authorize the Members or Manager of the Company to file with the Secretary of State the appropriate forms to dissolve the Company and to take all actions relating thereto to wind up the business of the Company. Further to:

This Notice given on this the day of , 20 , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Arkansas Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , 20 , at .m.

The Purpose of the meeting was to consider dissolution of the Company.

Upon motion duly made and seconded, the following resolution was approved by the members:

RESOLVED, The proposed that the Members or Manager of the Company or authorized to file with the Secretary of State the appropriate forms to dissolve the Company and to take all actions relating thereto to wind up the business of the Company.

RESOLVED, Further to:

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Arkansas Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , 20 , at .m., to be held at the following address:

The Purpose of the meeting is to consider increasing the number of members of the Company and amending the operating agreement in connection therewith. Further to:

This Notice given on this the day of , 20 , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Arkansas Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , 20 , at .m.

The Purpose of the meeting was to consider increasing the number of members of the Company and amending the operating agreement in connection therewith.

Upon motion duly made and seconded, the following resolution was approved by the members:

RESOLVED, that the number of Members of the Company is increased from to and the following persons are admitted as Members subject to the condition below:

The Condition of their being admitted as Members is:

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Arkansas Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , 20 , at .m., to be held at the following address:

The Purpose of the meeting is to consider acceptance of the resignation of the Manager of the Company and to appoint a new Manager. Further to:

This Notice given on this the day of , 20 , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Arkansas Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , 20 , at .m.

The Purpose of the meeting was to consider acceptance of the resignation of the Manager of the Company and to appoint a new Manager.

Upon motion duly made and seconded, the following resolution was approved by the Members:

RESOLVED, that the resignation of , Manager of the Company is hereby accepted and is hereby appointed as the new manager of the Company to server at the pleasure of the Members.

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Arkansas Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , 20 , at .m., to be held at the following address:

The Purpose of the meeting is to consider removal of the Manager of the Company and to appoint a new Manager. Further to:

This Notice given on this the day of , 20 , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Arkansas Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , 20 , at .m.

The Purpose of the meeting was to consider removal of the Manager of the Company and to appoint a new Manager.

Upon motion duly made and seconded, the following resolution was approved by the Members:

RESOLVED, that is hereby removed as the manager of the company and is hereby appointed as the new manager to server at the pleasure of the members.

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , an Arkansas Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , 20 , at .m., to be held at the following address:

The Purpose of the meeting is to consider annual disbursements to the Members of the Company. At the meeting the company proposes to seek disbursement to the Members of the Company of dollars in accordance with the Operating Agreement of the Company. Further to:

This Notice given on this the day of , 20 , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager

Resolution of the Members

of

A Limited Liability Company

After Notice of Meeting made in accordance with the Operating Agreement of , an Arkansas Limited Liability Company, hereinafter “Company”, a meeting of all Members of the Company was held on the day of , 20 , at .m., at which time the Members of the Company unanimously adopted the following resolution:

RESOLVED, annual disbursements to the Members of the Company shall be made as follows:

SO RESOLVED, on this the day of , 20 .

, Member

, Member

, Member

, Member

Assignment of Member Interest

in

A Limited Liability Company

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the undersigned, , “Assignor”, Member of , an Arkansas Limited Liability Company, hereinafter “Company”, does hereby assign, transfer and warrant to , “Assignee”, all of Members ownership interest in the Company.

Except as otherwise provided in the operating agreement, a membership interest in a limited liability company is assignable in whole or in part. The operating agreement of the Company does not prohibit assignment of a Members interest. An assignment of this interest does not dissolve the company or entitle the assignee to become or to exercise any rights of a member. An assignment entitles the assignee to receive, to the extent assigned, the distributions of cash and other property and the allocations of profits, losses, income, gains, deductions, credits, or similar items to which the assignee's assignor would have been entitled. The Assignor ceases to be a member upon assignment of all the assignor's membership interest. Except as provided herein, until Assignee becomes a member, the assignee does not have liability as a member solely because of the assignment.

Assignee may become a member if and to the extent that the assignor gives the assignee that right and either of the following occurs:

(1) The assignor has been given the authority in writing in the operating agreement to give an assignee the right to become a member.

(2) All other members consent.

By execution hereof, Assignor, gives to Assigneee the right to become a Member of the Company.

Once Assignee becomes a member, he has to the extent assigned the rights and powers of a member under the operating agreement is subject to the restrictions and liabilities of a member under the operating agreement. Assignee is liable for the obligations of Assignor to make contributions as provided by law. Assignee is not obligated for liabilities that could not be ascertained from a written operating agreement and that were unknown to Assignee at the time he becomes a member.

Assignor is not released from his liability to a limited liability company for past capital contributions required by law whether or not the assignee becomes a member.

DATED this the day of , 20 .

, Member

Demand for Indemnity from

A Limited Liability Company by Member

The undersigned, , Member/Manager of , an Arkansas Limited Liability Company, hereinafter “Company”, does hereby demand from the Company the following:

Indemnity for the following in connection with claim against Member/Manager as follows:

Nature of Claim:

Resolution of Claim:

Expenses, Fees and costs for which reimbursement is sought:

Attorney Fees

Filing Fees

Other:

This demand is made in accordance with the provision of the operating agreement which provides in substance that:

DATED this the day of , 20 .

, Member

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What the Arkansas Limited Liability Company Operating Agreement Is

An Arkansas Limited Liability Company Operating Agreement is the internal contract that sets ownership percentages, management structure, capital contributions, profit and loss allocation, voting rules, and procedures for admission, withdrawal, or dissolution of members. Although Arkansas does not require an operating agreement to be filed with the Secretary of State, a written agreement documents member expectations, protects limited liability, supports tax classification choices, and serves as evidence in disputes or bank and vendor relationships. Tailor the agreement to the LLC’s management model (member-managed or manager-managed) and retain signed originals for company records.

Why a Tailored Operating Agreement Matters for Arkansas LLCs

A clear operating agreement reduces ambiguity among members, preserves liability shields by documenting corporate formalities, and guides tax and succession planning. It provides a contractual basis for resolving member disputes, allocating profits and losses, and establishing decision-making authority in the Arkansas business context.

Why a Tailored Operating Agreement Matters for Arkansas LLCs

Who Typically Prepares or Signs This Agreement

Members, managers, and professional advisors commonly prepare and sign the operating agreement when forming or reorganizing an Arkansas LLC.

  • Managing members and designated managers responsible for governance and day-to-day operations.
  • Attorneys and accountants reviewing tax status, buy-sell language, and member liability protections.
  • Service providers and lenders that require a copy to open accounts or extend credit.

Keep copies with the registered agent and corporate records; circulate executed versions to all members and advisors.

Representative Signatories and Their Roles

Managing Member

A managing member signs as the company’s executive representative. They accept fiduciary duties under the agreement, make operational decisions where authorized, and represent the LLC to banks and vendors.

Registered Agent

The registered agent’s name appears on formation filings and should receive a copy of the operating agreement for service-of-process continuity; they do not generally sign for internal governance matters.

Core Elements to Include in a Professional Agreement

A complete operating agreement is structured so parties can find governance, capital, distributions, and exit provisions quickly; each section should be precise and consistent with Arkansas statutory defaults where parties choose different terms.

Formation

Company name, principal place of business, formation date, and statement that Articles of Organization were filed with the Arkansas Secretary of State; identify whether member-managed or manager-managed.

Capital Contributions

Detailed record of cash, property, or services contributed by each member, valuation method for noncash contributions, and schedule for future capital calls or capital accounts.

Profit and Loss Allocation

Specify how profits, losses, and tax items are allocated among members, whether by percentage interest or special allocations, and how distributions will be made and prioritized.

Governance and Voting

Define voting thresholds for ordinary and material actions, quorum rules, management authority, and procedures for meetings, written consents, and emergency decision-making.

Transfer and Withdrawal

Restrictions on transfers, right of first refusal, buyout pricing mechanism, and conditions for member withdrawal, death, disability, or bankruptcy.

Dissolution and Amendments

Events that trigger dissolution, winding-up procedures, priority of payments on liquidation, and the process required to amend the operating agreement.

Step-by-Step: Completing the Agreement

Follow these sequential steps to prepare, execute, and store an operating agreement for an Arkansas LLC.

  • 01
    Draft: Assemble member details and governance terms in a draft document.
  • 02
    Review: Have members and advisors review fiscal, tax, and liability provisions.
  • 03
    Execute: Obtain signatures from all members using in-person or compliant e-signatures.
  • 04
    Record: Store signed copies with registered agent and company records.

Configuring a Digital Workflow for Execution

Set up an electronic signing workflow to collect signatures, store evidence, and control access using template and authentication features.

Field Configuration
Template Library Save a master operating agreement template for reuse and version control.
Authentication Method Choose email link, SMS code, or stronger KBA where required.
Conditional Fields Use conditional fields to show relevant clauses for member-managed vs manager-managed setups.
Audit Trail Enable time-stamped audit trails capturing IP, timestamp, and signer actions.

Where Executed Agreements Should Be Kept and Shared

The operating agreement is an internal record; store executed copies with the company and provide copies to members, registered agent, and key service providers.

  • Company Records: Maintain original signed agreement in the corporate records book.
  • Registered Agent: Provide a copy to the registered agent for continuity.
  • Members: Distribute a fully executed copy to each member for their records.
  • Banks and Lenders: Share certified copies when required to open accounts or obtain credit.

Technical Considerations for eSigning and Storage

Ensure the platform supports secure PDF/Word files, an auditable certificate of completion, and appropriate signer authentication.

  • File formats: PDF and DOCX supported.
  • Authentication: Email, SMS, or advanced methods available.
  • Integrations: Connectors for CRM and cloud storage.

Choose a provider that offers audit trails, encryption at rest and in transit, and flexible authentication options to meet Arkansas and federal requirements.

Comparison: eSignature Vendor Pricing and Key Capabilities

Below is a concise vendor comparison for eSignature pricing and select features; signNow appears first by design for this comparison and entries reflect standard plan starting points.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Key Risks and Consequences of an Incomplete Agreement

Invalid Terms: Ambiguity risks enforcement issues.
Personal Liability: Poor records can pierce the LLC veil.
Tax Misclassification: Incorrect terms trigger IRS disputes.
Banking Delays: Missing signatures slow account opening.
Member Disputes: Lack of exit rules causes litigation.
Lost Records: Absent originals complicate enforcement.

Common Preparation Errors to Avoid

  • Using inconsistent names for the LLC between the Articles of Organization and the operating agreement can void contractual obligations or cause bank delays.
  • Failing to record capital contributions and valuations for noncash assets often leads to disputes and incorrect tax reporting.
  • Leaving decision-making thresholds unspecified increases the risk of deadlock when members disagree on admissions, distributions, or major transactions.
  • Relying on handwritten initials without dated signatures or proper audit evidence complicates proving consent in disputes or regulatory reviews.

Practical Tips for Accurate and Efficient Completion

Adopt consistent formatting, centralized storage, and a review checklist to reduce errors and accelerate execution.

Use a master template
Maintain a company-approved template that includes required clauses, numbering, and standard definitions to ensure consistency across versions.
Confirm legal names
Match member names and entity names to formation documents and tax records to avoid mismatched TIN and banking issues.
Document contributions
Record dates, amounts, and valuation supporting evidence for noncash contributions to support tax reporting and capital accounts.
Secure signed copies
Store executed agreements in an encrypted repository and keep a time-stamped audit trail for each signature event.

How Others Use an Operating Agreement in Practice

Two typical examples illustrate how agreements support operations and third-party relationships.

Case Study 1

A three-member real estate LLC used an operating agreement to allocate rental income and set capital call procedures

  • The agreement specified priority return and waterfall distributions
  • As a result, the LLC avoided disputes on distributions and provided the bank with clear governance during refinancing negotiations, accelerating approval.

Case Study 2

A healthcare practice formed an LLC and added HIPAA-related language to its operating agreement

  • The document referenced a business associate agreement and access controls
  • Including these provisions helped the practice demonstrate compliance during a vendor audit and clarified member responsibilities for PHI handling.

Key Filing and Tax Deadlines to Keep in Mind

Although the operating agreement itself is typically not filed, related tax and reporting deadlines apply and should be tracked by the LLC.

Apply for EIN:

Obtain an EIN from the IRS immediately after formation to open bank accounts and file taxes.

Annual Tax Return:

Federal returns generally due April 15; partnerships use Form 1065 timing aligned with IRC rules.

1099 Reporting:

Issue 1099-NEC to contractors by Jan 31 each year and file with IRS accordingly.

State Annual Report:

File any required Arkansas annual or franchise reports by state-specific deadlines.

Record Retention Start:

Retention periods are calculated from creation or filing dates per applicable statutes.

Milestones from Formation to Full Compliance

Track these numbered milestones to move from formation to a compliant, operational LLC.

01

Draft Agreement

Complete a first draft with member inputs and capital schedules.

02

Legal Review

Have counsel or accountant review tax and liability provisions.

03

Member Execution

Obtain signatures and collect evidence of consent.

04

Recordkeeping

Store originals, distribute copies, and update company registers.

Security, Compliance, and Data Controls to Consider

Encryption: TLS 1.2/1.3; AES-256 at rest
Audit Trail: Time-stamped signing history
HIPAA Support: BAA available where required
Access Controls: Role-based permissions
Authentication: Email, SMS, or advanced options
Certifications: SOC 2 Type II; ISO 27001

Frequently Asked Questions About Execution and Validity

Answers to common questions about enforceability, e-signatures, notarization, and updating an Arkansas operating agreement.


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