Are electronic signatures valid?

Yes. Electronic signatures are generally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states; New York applies ESRA (NY Tech Law §301-309). Exceptions include a few narrow categories like wills and certain court filings.

Do Operating Agreements need notarization?

Usually no. Most states treat Operating Agreements as internal contracts that do not require notarization, though some parties request notarized signatures for bank or title requirements.

How do I amend an Operating Agreement?

Follow the amendment procedure in the agreement: typically draft amendment, obtain required member approvals per voting thresholds, execute dated signatures, and distribute executed copies to members and advisors.

Who can sign on behalf of the LLC?

Signing authority depends on whether the LLC is member-managed or manager-managed and the powers granted in the Operating Agreement; banks often request a copy to verify authority.

How should I store executed agreements?

Keep an executed original (PDF/A is preferred), retain the audit trail and certificate of completion for e-signed files, and follow retention rules such as IRS and HIPAA timelines where applicable.

Can I revoke or rescind an executed agreement?

Revocation requires either mutual agreement by parties or following termination provisions in the agreement. Consult counsel for rescission that may implicate creditor or tax consequences.

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Operating Agreement

Operating Agreement

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Notice, Resolution, and Membership Forms for a Limited Liability Company

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a South Dakota 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 South Dakota 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

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a South Dakota 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 South Dakota 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 amendment of the Articles of Organization.

Upon motion duly made and seconded, the following resolution was approved by the members:

RESOLVED,

The following Members are authorized to file the amendment:

SO RESOLVED.

There being no further business, the meeting was adjourned.

Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a South Dakota 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 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...

Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a South Dakota 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:

RESOLVED,

SO RESOLVED.

There being no further business, the meeting was adjourned.

Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a South Dakota 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 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...

Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a South Dakota 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:

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

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a South Dakota 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...

Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a South Dakota 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:

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

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a South Dakota 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...

Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a South Dakota 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:

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

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a South Dakota 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...

Member/Manager

Resolution of the Members

of

A Limited Liability Company

After Notice of Meeting made in accordance with the Operating Agreement of , a South Dakota 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

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 South Dakota 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)

(2)

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

A Limited Liability Company by Member

The undersigned, , Member/Manager of , a South Dakota 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 day of , 20 .

Member

What an Operating Agreement Is and why it matters

An Operating Agreement is the internal governing contract for a limited liability company (LLC) that sets member rights, management structure, capital contributions, profit and loss allocation, and procedures for admission, withdrawal, and dissolution. It is typically created at formation and can be amended later; most states do not file the agreement with the Secretary of State, but courts and banks rely on it as evidence of authority. A clear Operating Agreement reduces disputes, documents expectations, and supports tax and banking processes where identity and signature provenance are required.

Key reasons an Operating Agreement protects members

A written Operating Agreement clarifies governance, limits personal liability, preserves tax flexibility, and documents how economic and voting rights are allocated among members.

Who prepares and relies on an Operating Agreement

Typical users include LLC founders, managing members, corporate counsel, and accountants involved in formation or major changes.

Founders and members — Draft, negotiate, and sign the agreement to establish governance and capital responsibilities.
Attorneys and advisors — Review for compliance with state law and to draft amendment provisions and buy-sell clauses.
Banks and investors — Rely on the agreement to verify signing authority and member ownership when opening accounts or funding.

The document serves internal governance needs and external proof for banks, investors, and regulators.

Core sections to include in a professional Operating Agreement

A complete Operating Agreement addresses identity, contributions, governance, financial allocations, transfer restrictions, and exit procedures to reduce future disputes and support regulatory or banking reviews.

Parties

Full legal names and entity types for each member, including any DBA or parent entity, plus principal business address and tax classification.

Capital

Detailed description of initial contributions, additional capital calls, member loans, and how percentage interests are calculated and adjusted.

Management

Whether the LLC is member-managed or manager-managed, manager powers, voting thresholds, quorum rules, and procedures for meetings and resolutions.

Allocations

How profits, losses, and distributions are allocated and the timing of distributions, including tax allocations aligned with IRS rules.

Transfers

Restrictions on transfer, right of first refusal, buyout formulas, and approval processes for admitting new members.

Dissolution

Events causing dissolution, winding-up procedures, creditor priority, and final accounting and distribution rules.

Step-by-step: completing an Operating Agreement

Follow these steps to draft, review, and execute the Operating Agreement with valid signatures and supporting records.

01

Draft terms: Assemble member details, capital terms, and governance provisions.
02

Legal review: Have counsel check state-specific rules and tax impacts.
03

Signatures: Obtain all required member signatures and dates.
04

Distribute copies: Give executed copies to members, bank, and accountant.

How digital completion and routing typically flow

A standard digital workflow minimizes manual handoffs and captures an audit trail for each signing event.

Upload document: Sender uploads the agreement PDF or DOCX to the signing platform.
Add fields: Place signature, initials, and date fields in the appropriate locations.
Invite signers: Enter signer emails and define signing order or parallel signing.
Capture audit: Platform records timestamps, IP, and authentication method for each signer.

Common digital workflow settings for Operating Agreements

Configure authentication, field behavior, and notifications to match your compliance and operational needs.

Field	Configuration
Signer authentication	Email link, SMS code, or knowledge-based checks
Signing order	Sequential or parallel routing per governance requirements
Conditional fields	Show or hide fields based on member role or input
Audit settings	Enable detailed audit trail and certificate of completion

Technical considerations when eSigning an Operating Agreement

Verify file formats, signer access, and authentication strength before sending for signature.

File formats: PDF, DOCX
Integrations: CRM, ERP, cloud storage
Authentication: Email, SMS, or stronger

Data, security, and compliance elements to verify

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Audit trail: Timestamp, IP, signer actions

BAA availability: Required for HIPAA-covered workflows

Standards: SOC 2 Type II and ISO 27001

Authentication: Multi-factor and identity verification

Accessibility: WCAG 2.0 Level AA compliance

Principal legal and operational risks of a flawed Operating Agreement

Tax consequences: Incorrect member allocations can trigger IRS adjustments (IRC §6501(a) implications)

Bank refusal: Banks may refuse accounts if signatory authority is unclear

Disputes: Ambiguous transfer clauses can lead to litigation

Enforceability: Missing signatures or poor authentication may weaken enforcement

Penalty exposure: Late filings tied to agreement changes can incur fines

Operational delay: Inadequate amendment procedures slow member changes

Common mistakes to avoid when preparing an Operating Agreement

Using informal or inconsistent company names across documents, which causes bank and title problems and may delay transactions.
Failing to define capital calls and dilution mechanisms clearly, resulting in member disputes over contributions and equity percentages.
Leaving ambiguity in management powers and signing authority, which can prevent timely contract execution and hinder banking operations.
Neglecting to specify amendment and withdrawal procedures, increasing the risk of contested exits and protracted dissolutions.

Typical timing expectations for drafting, execution, and amendments

Operating Agreement processes are flexible, but setting expectations for drafting, review, and execution helps avoid delays.

Drafting timeframe:

Initial draft: 1–7 business days depending on complexity

Legal review window:

Allow 3–14 business days for counsel review and revisions

Execution timing:

Signing can occur same day with valid e-sign or in-person as members agree

Amendment effective:

Amendments are effective on the stated effective date once executed

Banking/update:

Provide executed agreement to bank or third parties upon request; timing varies by institution

Representative eSignature pricing and capability snapshot

Compare starting price and common capability indicators across providers; signNow appears first per vendor comparison conventions.

	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	Varies
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

Frequently asked questions about Operating Agreements and eSigning

Answers to common legal and technical questions about validity, amendments, signatures, and recordkeeping for Operating Agreements.

Need help? Contact support

Are electronic signatures valid?
Yes. Electronic signatures are generally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states; New York applies ESRA (NY Tech Law §301-309). Exceptions include a few narrow categories like wills and certain court filings.
Do Operating Agreements need notarization?
Usually no. Most states treat Operating Agreements as internal contracts that do not require notarization, though some parties request notarized signatures for bank or title requirements.
How do I amend an Operating Agreement?
Follow the amendment procedure in the agreement: typically draft amendment, obtain required member approvals per voting thresholds, execute dated signatures, and distribute executed copies to members and advisors.
Who can sign on behalf of the LLC?
Signing authority depends on whether the LLC is member-managed or manager-managed and the powers granted in the Operating Agreement; banks often request a copy to verify authority.
How should I store executed agreements?
Keep an executed original (PDF/A is preferred), retain the audit trail and certificate of completion for e-signed files, and follow retention rules such as IRS and HIPAA timelines where applicable.
Can I revoke or rescind an executed agreement?
Revocation requires either mutual agreement by parties or following termination provisions in the agreement. Consult counsel for rescission that may implicate creditor or tax consequences.

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