Fill and Sign the Limited Liability Company Formation Worksheets1

Long Form Operating Agreement for Member-Managed Limited Liability Company Operating Agreement made this _____________________ (date), between _____________________ (Name of Limited Liability Company), a limited liability company (sometimes referred to herein as the LLC) organized pursuant to the _____________________ (name of state’s limited liability company act), hereinafter sometimes referred to herein as the Company, _____________________ (Name of First Member), of _________________________________________ (street address, city, county, state, zip code), _____________________ (Name of Second Member), of _________________________________________ (street address, city, county, state, zip code), and _____________________ (Name of Third Member), of _________________________________________ (street address, city, county, state, zip code), hereinafter called the Members. For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned Members agree as follows: Article I. Definitions of Terms. A. Definitions. Unless the context otherwise requires, the terms defined in this Article I shall, for the purposes of this Agreement, have the following meanings: 1. _______________
........................................... Short form operating agreement member. A member of the LLC, if the member meets the eligibility requirements described in § (a)(2) of this article. ........................................... Long form operating agreement member. An LLC member who meets the eligibility requirements of § (a)(1) of this article; such member shall be referred to as an operating agreement member or a member of the operating agreement, as applicable. Member a company, limited liability company (LLC), or any other type of business entity organized pursuant to the laws or rules of a state or political subdivision thereof, by which all or part of the profits are obtained by or from its members, if any, either on a net basis or proportionately to reflect membership in the llc. Member-managed limited liability company (ml/LLC). A. A management structure in which the members or persons having a direct interest in the operation of a ml/llc are the sole or principal holders of more than 50 percent of the voting power of the members, as determined by the commission, without regard to the amount of voting power represented by ownership interests in other classes of shares of the ml/LLC, provided, however, that if the llc operates only upon a net basis (, upon the net profits, net assets, net debts, and assets) with respect to such members and if more than 50 percent of the assets of the LLC, as determined by the commissioner, are of other than cash value or are not subject to vesting or dilution at the times the LLC files its tax return, then the sole or primary shareholder of the LLC shall be deemed to constitute the member. Any person who holds more than 50 percent of the voting power of any class of shares of a ml/llc shall be deemed a member for the purposes of this section. Any person who holds not more than 25 percent of the voting power of any class of shares of a ml/llc or who has held, as of the date of its initial filing of tax returns, such person's ownership interest in the ml/LLC in more than one class of shares, is deemed to be a member of an ml/llc. B. A management structure in which an llc is controlled by a number of different LLC owners to form one legal entity (either a llc with one owner or a multiple llc) and