Fill and Sign the Board Member Managed Llc Operating Agreement Minnesota Cle Form

- 1 - SINGLE-MEMBER OPERATING ARRANGEMENT OF _______________________________ LIMITED LIABILITY COMPANY STATE OF MINNESOTA THIS OPERATING ARRANGEMENT is hereby established, this the _____ day of ______________, 20___, by _____________________________________ the Initial Member. The Initial Member contemplates that additional Members may join the limited liability company in the future, and the following Operating Arrangement has therefore been developed. ARTICLE I FORMATION OF LIMITED LIABILITY COMPANY 1. Formation of LLC. The Initial Member has formed a limited liability company in the State of Minnesota named ___________________________________________________ ("LLC"). The operation of the LLC shall be governed by the terms of this Arrangement and the applicable laws of the State of Minnesota relating to the formation, operation and taxation of a LLC. To the extent permitted by law, the terms and provisions of this Arrangement shall control if there is a conflict between state law and this Arrangement. The LLC shall be taxed as a sole proprietorship until and unless additional Members are added, after which the LLC will be taxed as a partnership. Any provisions of this Arrangement that may cause the LLC not to be taxed as a sole proprietorship or partnership shall be inoperative. 2. Articles of Organization. The Initial Member has caused to be filed Articles of Organization, (“Articles”) of record with the state, thereby creating the LLC. 3. Business. The business of the LLC shall be: a) _________________________________________________________ __________________________________________________________________________________________________________________ and b) To conduct or promote any lawful businesses or purposes that a limited liability company is legally allowed to conduct or promote, within this state or any other jurisdiction. 4.
Date of filing this instrument. The llc member will start his activities on the date of filing this instrument. 5. Formation of members. The initial member has caused to be filed in the office of the Secretary of State, an initial list of the initial members of the LLC. The initial member has caused to be signed by the initial member an additional initial member's certificate (signed by the initial member), which confirms that an initial member has been added to the LLC. Each member is also to cause to be filed in the office the first and last page of information required by Minnesota law to be filed for the llc ( a form numbered and labeled by the Secretary of State) for the initial member. 6. The limited liability company is organized. The LLC will be organized by filing one of the following forms with the Secretary of State: (1) initial certificate of organization. An original certificate of organization signed by a member of the LLC stating that the member has the legal capacity to contract, to transact business, to manage the LLC, and the llc is the business entity and the member is its principal and agent and the business being managed is for the benefit of the LLC, the business of which the member has been elected to manage. The form of the certificate may be amended as required to be amended by Minnesota law. (2) a certificate of substantial compliance. A certificate of substantial compliance signed by the initial member as the initial member stating that the LLC is in compliance with the terms of this arrangement. The certificate may be amended as required to be amended by Minnesota law. (3) an initial member's certificate of incorporation. An original certificate of incorporation signed by the initial member as the initial member stating that the LLC is being created as a limited liability company and the initial member has been elected as principal and agent of the LLC. The original certificate of incorporation may be amended as required to be amended by Minnesota law. (4) an employers' certificate of limited liability. (i) an original certificate of limited liability signed by the initial member as the initial member stating that the LLC is to be incorporated as a limited liability company and the initial member has been elected to be the initial member's agent and that the initial member has been elected to serve as the sole managing member of the LLC. The original certificate of limited liability may be amended as required to be amended by Minnesota law. (ii) upon the sale of assets of the LLC, the initial member may be charged the cost