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Limited Liability Company Operating Agreement

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Notice of Meeting / Resolution Forms for a Louisiana Limited Liability Company

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a Louisiana Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , 20 , at , 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 Louisiana Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , 20 , 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

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a Louisiana Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , 20 , 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 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 Louisiana Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , 20, at .

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

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 Louisiana Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , 20, 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 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 Louisiana Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , 20, 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:

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 Louisiana Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , 20, 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 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 Louisiana Limited Liability Company, hereinafter “Company”, a meeting of all Members of the Company was held on the day of , 20, 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 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 Louisiana Limited Liability Company, hereinafter “Company”, does hereby assign, transfer and warrant to , “Assignee”, all of Members ownership interest in the Company.

DATED this the day of , 20.

, Member

Demand for Indemnity from

A Limited Liability Company by Member

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

Nature of Claim:

Resolution of Claim:

Expenses, Fees and costs for which reimbursement is sought:

Attorney Fees

Filing Fees

Other:

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 establishes ownership percentages, capital contributions, management structure, voting rights, profit and loss allocations, transfer restrictions, and procedures for dissolution and amendment. Although typically not filed with a state, it governs member relationships, helps preserve limited liability by documenting company formalities, and can include tax classification and buyout provisions. The agreement may be executed electronically where ESIGN and applicable state law permit, provided intent, consent, attribution, and retention requirements are met.

Why an Operating Agreement Matters for LLCs

An operating agreement clarifies member rights and responsibilities, reduces disputes, documents capital and profit allocations, supports limited liability protection, and defines decision-making and exit mechanics — all of which improve governance and reduce legal uncertainty.

Why an Operating Agreement Matters for LLCs

Who Typically Prepares and Signs an Operating Agreement

Lawyers, accountants, and registered agents commonly draft or review the agreement to ensure enforceability and compliance with state law.

  • Multi-member LLCs where ownership, voting, and distributions must be allocated in writing
  • Single-member LLCs seeking formalized governance and creditor protection documentation
  • Investors, lenders, and banks that require documented member rights, transfer restrictions, or capital contribution terms

Representative Signatories and Their Roles

Founding Member

A founding member typically contributes capital or property, accepts membership duties, and signs the initial operating agreement to establish ownership interest, capital accounts, and voting rights.

Managing Member

A managing member executes day-to-day management provisions, represents the LLC in contracts and banking matters, and often signs as the authorized representative for corporate governance actions.

Essential Data Fields to Record

LLC Name: Exact legal entity name
EIN: Employer Identification Number
Principal Office: Street address, city, state, ZIP
Member List: Names and ownership percentages
Capital Contributions: Money or property amounts
Governing State: State law selected for disputes

Common Legal Risks From a Deficient Agreement

Loss of Protection: Personal liability exposure
Member Disputes: Costly litigation and injunctions
Tax Misclassification: Unexpected tax liabilities
Transfer Disputes: Unintended ownership changes
Banking Issues: Unable to open business accounts
Regulatory Noncompliance: Fines or administrative actions

Frequent Preparation Errors to Avoid

  • Leaving key terms vague (for example, 'reasonable' distributions) which creates ambiguity during disputes and increases enforcement costs.
  • Failing to record accurate capital contributions and member percentages, which can trigger tax and ownership conflicts later.
  • Assuming the agreement must be filed with the state — operating agreements are usually internal and not public filings.
  • Neglecting amendment and exit mechanics, making buyouts or dissolutions expensive and litigable when member circumstances change.

Step-by-step: Completing an Operating Agreement

Follow a clear sequence from information gathering through signature and distribution to ensure the operating agreement is complete and enforceable.

  • 01
    Gather information: Collect names, EIN, addresses, and contribution details.
  • 02
    Draft terms: Define management, voting, distributions, and transfer rules.
  • 03
    Legal review: Ask counsel to confirm compliance with state law.
  • 04
    Execute agreement: All members sign, date, and receive copies.

Where the Operating Agreement Is Stored and Sent

An operating agreement is primarily an internal record; ensure secure distribution to members and retention with company records and banking partners.

  • Member Copies: Provide signed copies to all members and key officers.
  • Banking Files: Share with banks when opening accounts or requesting loans.
  • Corporate Records: Keep original with certified company records or minute book.
  • State Filing: Do not file the operating agreement with the state in most jurisdictions.

Core Provisions Every Professional Operating Agreement Should Include

A robust operating agreement addresses governance, financial structure, transfer rules, dispute resolution, and end-of-life procedures to reduce ambiguity and legal exposure.

Membership

Defines members, ownership percentages, admission criteria, withdrawal procedures, and minority protections to govern relationships and voting rights.

Contributions

Specifies initial and future capital contributions, valuation rules for noncash assets, and consequences for missed contributions.

Management

Describes member-managed versus manager-managed structure, manager authority limits, and appointment or removal processes.

Voting

Sets voting thresholds for ordinary and major decisions, quorum rules, and tie-breaking procedures.

Distributions

Explains timing, priorities, tax allocations, and restrictions on distributions for solvency protection.

Dissolution

Outlines voluntary dissolution, winding up procedures, creditor priority, and asset distribution mechanics.

Key Timing Considerations When Forming an LLC

Timely completion of formation steps ensures legal standing, access to banking, and correct tax treatment for the LLC and its members.

State Formation:

File articles or certificate upon formation; processing times vary by state.

EIN Application:

Obtain EIN before opening bank accounts or filing tax returns.

Tax Return Timing:

Partnership returns (Form 1065) and related schedules have statutory due dates.

S Corporation Election:

File Form 2553 by the specified IRS deadline to elect S corp status.

Member Distribution Records:

Provide transaction documentation promptly for tax compliance and bookkeeping.

How an Operating Agreement Differs from Other Entity Documents

Compare function and public status of common business formation documents to avoid conflating purposes.

Document Type Purpose Public File
Operating Agreement internal governance
Articles of Organization creates llc
Corporate Bylaws corporate governance
Partnership Agreement partners' terms

Digital Signing and File Format Considerations

Choose a platform that supports secure eSigning, common file formats, and your preferred authentication methods.

  • File Formats: PDF, DOCX, HTML, Excel supported
  • Authentication: Email, SMS code, or advanced KBA
  • Integrations: Connects with Salesforce, NetSuite, Google Workspace

Typical Online Execution Workflow Settings

Configure signing flow and security to match the agreement's sensitivity and the members' authentication needs.

Field Configuration
Signature Type Electronic signature with audit trail
Authentication Email + SMS or knowledge-based options
Template Save reusable operating agreement template
Storage Secure PDF/A in encrypted repository

Practical File and Version Controls for the Agreement

Maintain editable templates, clear version history, and export options to ensure accurate records and reproducible signed copies.

Downloadable Formats

Provide signed agreement copies in PDF and DOCX to satisfy bank, investor, and internal recordkeeping requirements.

Editable Template

Keep a master editable template for future amendments and consistent clause language across entities.

Version History

Record edits, reviewer notes, and version timestamps to document the negotiation and approval trail.

Signature Evidence

Retain audit trails showing signer identity, IP, timestamp, and method for enforceability.

Practical Tips for Drafting a Clear, Enforceable Agreement

Follow established drafting practices to reduce ambiguity, support enforceability, and align the agreement with member intentions and regulatory obligations.

Use precise member definitions
Define every member and class clearly; include legal names and any DBAs to avoid identification disputes during enforcement or tax reporting.
Spell out capital mechanics
Describe contribution valuation, future capital call processes, and late contribution remedies to prevent litigation and ensure predictable funding.
Limit transferability
Include right-of-first-refusal, buy-sell, and approval mechanisms to control ownership changes and protect remaining members.
Create amendment procedures
Set vote thresholds and execution requirements for amendments so changes reflect clear member consent and preserve governance integrity.

Key Formation Milestones and Timing

Track each milestone from formation through annual maintenance to maintain compliance and avoid administrative penalties.

01

File Articles of Organization

Submit formation documents to the state to create the LLC.

02

Adopt Operating Agreement

Members approve and sign the operating agreement shortly after formation.

03

Obtain EIN and Bank Setup

Get EIN and open bank account using the operating agreement and formation documents.

04

Annual Compliance

Complete required annual reports and maintain records per state rules.

Comparing eSignature Vendors for Executing an Operating Agreement

Price and compliance features vary across eSignature vendors; below is a concise comparison with signNow placed first for parity in evaluation.

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 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 by plan Varies by plan Varies by plan

Frequently Asked Questions About LLC Operating Agreements

Answers to common practical and legal questions about drafting, executing, and maintaining an operating agreement.


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