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Limited Liability Company Operating Agreement

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Notice / Resolution Forms for a Limited Liability Company

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a New Hampshire 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 , a New Hampshire 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 , a New Hampshire 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 , a New Hampshire 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.

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

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a New Hampshire 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 , a New Hampshire 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:

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 , a New Hampshire 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 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 , a New Hampshire 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:

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 , a New Hampshire 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 , a New Hampshire 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:

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 , a New Hampshire 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 , a New Hampshire 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:

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 , a New Hampshire 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 , a New Hampshire 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 , a New Hampshire 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 Member

_____________________________________ A Limited Liability Company by Member

The undersigned, , Member/Manager of , a New Hampshire 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:

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 a Limited Liability Company Operating Agreement Is

A Limited Liability Company Operating Agreement is the internal contract among an LLC's members that sets out ownership, management, capital contributions, voting, profit and loss allocation, and procedures for transfers, admission, and dissolution. While most states do not require filing the agreement with the Secretary of State, the Operating Agreement defines rights and obligations that supplement default statutory rules under state LLC acts and can protect limited liability when properly executed and maintained.

Why an Operating Agreement Matters for Your LLC

The Operating Agreement clarifies member expectations, allocates economic and managerial rights, preserves limited liability, and creates enforceable mechanisms for disputes, transfers, and exits under state law. It reduces ambiguity that otherwise defaults to state LLC statutes.

Why an Operating Agreement Matters for Your LLC

Who Typically Prepares and Uses This Agreement

Small-business owners, managing members, and attorneys commonly prepare or review Operating Agreements before capital contributions or when admitting new members.

  • Founders and managers: Use the agreement to document ownership percentages, management structure, and capital obligations.
  • Investors and lenders: Rely on clear member rights and transfer restrictions for due diligence and financing decisions.
  • Outside counsel and accountants: Review tax classification, buy‑sell provisions, and compliance with state LLC statutes.

Keep the executed agreement with corporate records and distribute copies to members, accountants, and legal counsel for ongoing governance and tax purposes.

Core Sections to Include in a Professional Operating Agreement

A comprehensive Operating Agreement addresses formation details, capital and ownership, management, voting, distributions, transfer restrictions, dispute resolution, and termination procedures to reduce ambiguity and legal exposure.

Formation Details

State of formation, principal place of business, company name, and the Effective Date — establishes the governing jurisdiction and starts the contractual term.

Capital Contributions

Document initial and future capital contributions, types of contributions (cash/services/property), timelines, and consequences for failure to contribute.

Ownership & Units

Define membership units or percentages, issuance mechanics, and how allocations of profits and losses map to ownership interests.

Management Structure

Specify member-managed vs manager-managed, designate managers, define authority limits, and outline day-to-day decision responsibilities.

Voting & Approvals

Detail voting thresholds (simple majority, supermajority), quorum rules, and procedures for major decisions like mergers or amendments.

Exit, Transfer, Dissolution

Include buy‑sell rights, transfer restrictions, right of first refusal, dissolution triggers, and winding-up procedures.

Step-by-Step: How to Prepare and Execute an Operating Agreement

Follow a clear sequence to reduce errors: gather facts, draft with required sections, review for tax and liability consequences, then execute and distribute signed copies.

  • 01
    Gather Information: Collect member IDs, addresses, capital details, and the company formation certificate.
  • 02
    Draft Agreement: Populate core sections, using plain language and specific numeric thresholds.
  • 03
    Legal & Tax Review: Have counsel or accountant review for tax classification and liability concerns.
  • 04
    Execute and Store: Sign per authority rules, record signatures, and distribute copies to members and advisors.

Digital Execution Workflow for the Operating Agreement

E-signature platforms streamline execution while capturing an audit trail. Typical workflow includes upload, field placement, signer assignment, authentication, signing, and archival.

  • Upload Document: Add the finalized PDF or DOCX version to the signing platform.
  • Place Fields: Add signature, date, and initial fields where each party must act.
  • Assign Signers: Enter signer emails and set signing order if required.
  • Authenticate & Sign: Use email, SMS, or stronger authentication before capture and completion.

Recommended Digital Workflow Settings

Configure your signing workflow for legal validity, clear attribution, and secure storage before sending the document for signature.

Field Configuration
Signature Fields Required; include printed name and date fields for each signer
Authentication Email link with optional SMS code or KBA for higher assurance
Signing Order Sequential for approvals; parallel when order does not matter
Storage Save signed PDF with audit trail to secure cloud or document system

Technical and Integration Considerations

Choose a platform that supports required authentication, retention, and integration with your document repository and accounting systems.

  • Authentication Options: Email, SMS, KBA, or SSO
  • Document Formats: PDF, DOCX, and preserved audit trail
  • Integrations: CRM, ERP, cloud storage

Confirm the platform meets any industry compliance (for example HIPAA for healthcare) and supports record retention and e-discovery needs.

eSignature Pricing and Feature Comparison

Basic pricing and common feature availability for widely used eSignature providers. Confirm vendor sites for detailed plan inclusions and billing options.

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 by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes (Business Premium) Varies by plan Varies by plan Varies by plan Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Security and Compliance Features to Verify

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Standards: SOC 2 Type II and ISO 27001 certifications
Healthcare: HIPAA compliance available with BAA
FDA-Regulated: 21 CFR Part 11 support
Privacy: GDPR and CCPA adherence
Accessibility: WCAG 2.0 Level AA compliance

Consequences of an Incomplete or Incorrect Agreement

Loss of Clarity: Disputes over ownership and distributions
Liability Exposure: Increased risk of veil piercing claims
Tax Risk: Misclassification can trigger IRS adjustments
Transfer Issues: Unclear transfer rules create marketability problems
Enforcement Problems: Ambiguous voting thresholds impede decision-making
Contractual Gaps: Missing buy‑sell terms complicate succession

Common Mistakes to Avoid

  • Failing to record precise capital contributions and valuation methods, which leads to later disputes over ownership percentages and distributions.
  • Using vague or open-ended management language; not specifying member-managed versus manager-managed roles and authority limits causes paralysis in operations.
  • Not updating the agreement when admitting or removing members; unrecorded changes create tax and liability mismatches with state filings.
  • Omitting buy-sell, transfer restrictions, or clear dissolution triggers; absence of exit mechanics increases litigation risk and valuation disputes.

Practical Tips for Accurate and Efficient Completion

Adopt clear, specific language and standardize how financial and governance terms are expressed to make the agreement durable and audit-friendly.

Document Ownership Precisely
State percentages and unit mechanics explicitly, and record how future issuances affect existing percentages to prevent dilution disputes.
Clarify Management Authority
Define manager powers, required approvals for major acts, and procedures for replacing managers to keep operations consistent.
Include Exit Mechanics
Add buy‑sell valuations, right of first refusal, and death or disability provisions to streamline member transitions.
Schedule Periodic Reviews
Review and amend the agreement after capital events, membership changes, or material business shifts to maintain alignment.

Real-World Examples of Agreements in Practice

These examples show how small companies and service firms use clear Operating Agreements to streamline execution and governance.

Optica Ventures LLC — Brian Fitzgibbons

Optica used a concise Operating Agreement to standardize investor terms and member duties.

  • The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.
  • The agreement reduced back-and-forth during closings and ensured consistent member onboarding and capital accounting.

Martin Properties — Tim Martin

A property management LLC adopted a clear operating framework to handle tenant collections and repairs.

  • I can process and execute all of these documents online with 100% compliance and built-in security.
  • Using the agreement as a central record sped property-level decisions and clarified manager authority across multiple assets.

Frequently Asked Questions and Practical Answers

Answers to common legal and execution questions about Operating Agreements, e-signatures, notarization, and recordkeeping in the United States.


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