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Amended and Restated Operating Agreement

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LLC Member Resolution and Notice Forms

Notice of Meeting of Members of a Limited Liability Company

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

The Purpose of the meeting is to:

This Notice given on this the 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 , a Delaware Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the at .

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 to Amend Articles of Organization

Pursuant to the Operating Agreement of , a Delaware Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the at , 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 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 to Amend Articles of Organization

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

On 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 to Dissolve Company

Pursuant to the Operating Agreement of , a Delaware Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the at , 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 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 to Dissolve Company

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

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 to Increase Number of Members

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

The Purpose of the meeting is 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 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 to Increase Number of Members

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

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 to Accept Resignation and Appoint New Manager

Pursuant to the Operating Agreement of , a Delaware Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the at , 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 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 to Accept Resignation and Appoint New Manager

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

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 to Remove Manager and Appoint New Manager

Pursuant to the Operating Agreement of , a Delaware Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the at , 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 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 to Remove Manager and Appoint New Manager

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

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 to Approve Annual Disbursements

Pursuant to the Operating Agreement of , a Delaware Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the at , 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 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 for Annual Disbursements

After Notice of Meeting made in accordance with the Operating Agreement of , a Delaware Limited Liability Company, hereinafter “Company”, a meeting of all Members of the Company was held on the at , 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 .

, Member

, Member

, Member

, Member

Assignment of Member Interest

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the undersigned, , “Assignor”, Member of , a Delaware 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 .

, Member

Demand for Indemnity from Company by Member

The undersigned, , Member/Manager of , a Delaware 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 .

, Member

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What the Amended and Restated Operating Agreement Is

An Amended and Restated Operating Agreement is a single consolidated LLC governance document that replaces the original operating agreement and any prior amendments. It restates the members' rights, ownership percentages, capital contributions, management structure, voting rules, distributions, transfer restrictions, and dissolution procedures in one updated instrument. Parties use it to clarify governance after ownership changes, structural reorganizations, new capital raises, or to adopt a different management model. The document functions both as an internal contract among members and as a reference for banks, investors, and legal counsel.

Why Consolidating Terms Matters

Consolidation reduces ambiguity by gathering all amendments into a single authoritative text, reduces administrative overhead during due diligence, and helps ensure consistent interpretation of member rights and obligations under state law.

Why Consolidating Terms Matters

Who Typically Prepares and Signs This Document

The Amended and Restated Operating Agreement is usually prepared by company counsel or an authorized manager and reviewed by all members before execution.

  • Founders and managing members who need to memorialize capital changes, manager duties, or restructured ownership.
  • Investors and acquiring parties that require a clear governance framework for voting, distributions, and information rights.
  • Corporate or outside counsel responsible for ensuring the document aligns with state LLC statutes and prior agreements.

All members should receive the executed agreement and keep a signed copy for records; custody of the master original should be designated in the agreement.

Typical Signatory Roles

Managing Member

The Managing Member signs when the agreement vests managerial authority in one or more members. Their signature confirms acceptance of operational duties and any new management powers created by the amendment.

Company Counsel

A company attorney often signs to attest that the document reflects the members' instructions and to record that the agreement was prepared or reviewed for legal sufficiency, without creating fiduciary duties beyond counsel's role.

Core Elements to Include in a Professional Restatement

A clear Amended and Restated Operating Agreement should cover governance, capital, distributions, transfer restrictions, dispute resolution, and amendment mechanics in consistent, numbered sections for easy reference.

Governance

Define management type (member-managed or manager-managed), quorum and voting thresholds, board or manager powers, and decision-making processes, including delegated authorities and reserved member powers.

Capital Contributions

List current capital contributions, ownership percentages, future capital call procedures, timelines for contribution, and remedies for failure to contribute to preserve financial clarity.

Distributions

Specify distribution waterfalls, tax allocations, timing and frequency of distributions, and any priority or preferred return provisions that affect cash flow to members.

Transfer Restrictions

Include buy-sell mechanisms, rights of first refusal or first offer, drag-along and tag-along clauses, and restrictions on transfers to competitors or prohibited persons.

Dissolution & Exit

Describe events triggering dissolution, winding-up process, liquidation priorities, creditor claims treatment, and member buyout formulas or valuation methods on exit.

Amendment Procedure

State the vote or consent thresholds required to amend the agreement going forward and include a clause confirming that this instrument supersedes prior operating agreements and amendments.

Step-by-Step: Preparing and Executing the Restatement

Follow these sequential actions to ensure the restated agreement is complete, enforceable, and distributed correctly to all stakeholders.

  • 01
    Review Existing Documents: Compare prior agreement and amendments.
  • 02
    Draft Consolidated Text: Incorporate all revisions into a single instrument.
  • 03
    Member Approval: Obtain required votes or written consents.
  • 04
    Execute and Store: Collect signatures and file master copy securely.

Typical Digital Execution Workflow

Digital execution streamlines signature collection while preserving an audit trail; follow the sequence below for efficient eSigning and recordkeeping.

  • Upload Document: Add the restated agreement file to the signing platform.
  • Add Signers: Assign roles and signature fields to each signer.
  • Authenticate: Choose signer authentication methods.
  • Complete Signing: Collect signatures and distribute copies.

Configure a Reliable eSigning Workflow

Set workflow options to match your legal and operational requirements; the header row defines the fields below.

Field Configuration
Signer Authentication Email link, SMS code, or KBA
Signing Order Sequential or parallel
Audit Trail Level Full IP, timestamp, activity log
Document Retention Downloadable PDF with certificate

Platform and Integration Considerations

Choose an eSignature platform that supports legal compliance, audit trails, and the integrations your workflow requires.

  • File Types: PDF, DOCX supported
  • Integrations: CRM and cloud storage
  • Authentication: Email, SMS, KBA

Ensure the platform can produce a tamper-evident signed PDF and an audit report; confirm availability of HIPAA, SOC 2, or 21 CFR Part 11 compliance if your industry requires it.

eSignature Vendor Pricing and Feature Snapshot

Compare starting prices and selected feature criteria that matter when executing Amended and Restated Operating Agreements electronically.

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 Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Common Pitfalls When Preparing a Restated Agreement

  • Failing to reconcile prior amendments with the restatement, leaving conflicting provisions that cause ambiguity during enforcement or audit.
  • Using inconsistent member names or ownership percentages that lead to tax reporting errors and backup withholding risks.
  • Neglecting to document proper member approval or required votes, which can render purported amendments void under state LLC law.
  • Omitting signature dates or execution blocks for all members, undermining the record of consent and effective date determination.

Legal and Practical Risks of an Incorrect Restatement

Invalid Approval: Amendment void
Tax Exposure: Incorrect K-1 allocations
Fiduciary Claims: Member disputes
Banking Delays: Account or lending hold
Title Issues: Real estate complications
Enforcement Risk: Ambiguous clauses litigated

Real-World Examples of Restatements and eSigning

These customer-oriented examples show how companies consolidate governance updates and collect signatures digitally to maintain compliance and speed execution.

Optica Ventures — Consolidation

Optica updated ownership and manager authority into one restated document to simplify records.

  • The team used a standardized template to align capital accounts.
  • Brian Fitzgibbons, COO, noted the interface is simple and easy-to-use for the team and customers, helping complete approvals without repeated in-person signings.

Martin Properties — Remote Signing

A real estate holding company centralized transfer restrictions and distribution rules in a single restatement.

  • The company enabled remote execution for nonresident members.
  • Tim Martin, Founder, reported processing and executing documents online with compliance and security while supporting mobile and offline signing scenarios.

Frequently Asked Questions About Amended and Restated Operating Agreements

Answers address common execution, validity, and retention issues encountered when preparing and signing an Amended and Restated Operating Agreement.


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