Establishing secure connection…Loading editor…Preparing document…

Sample Operating Agreement for Two Member LLC

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

SAMPLE LLC OPERATING AGREEMENT

RI-00LLC-1

This agreement is a sample operating agreement and should be modified to meet your needs.

It provides for the LLC to be operated by one or more managers OR by the members. You will have to decide how you want your LLC to operate.

Read carefully and make appropriate changes to suit your individual needs and purposes. Note that this Agreement provides that ALL members of the LLC will be licensed as medical doctors in Rhode Island.

OPERATING AGREEMENT

OF

A RHODE ISLAND LIMITED LIABILITY COMPANY

THIS OPERATING AGREEMENT ("Agreement") is entered into the day of , , by and between the following persons:

1.

2.

3.

4.

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant, contract and agree as follows:

ARTICLE I

FORMATION OF LIMITED LIABILITY COMPANY

1. Formation of LLC. The Parties have formed a Rhode Island limited liability company named ("LLC"). The operation of the LLC shall be governed by the terms of this Agreement and the applicable laws of the State of Rhode Island relating to the formation, operation and taxation of a LLC, including the Rhode Island Limited Liability Company Act, hereinafter referred to as the "Act".

2. Articles or Organization. The Members acting through one of its Members, , filed Articles of Organization for record in the office of the Rhode Island Secretary of State on , thereby creating the LLC.

3. Business. The business of the LLC shall be to engage in the practice of medicine.

4. Registered Office and Registered Agent. The registered office and place of business of the LLC shall be and the registered agent at such office shall be .

5. Duration. The LLC will commence business as of the date the Members contribute their capital investment in the LLC and will continue in perpetuity.

6. Fiscal Year. The LLC's fiscal and tax year shall end December 31.

ARTICLE II

MEMBERS

7. Members. All members shall be licensed as medical doctors in Rhode Island. The initial members of the LLC, their initial capital contributions, and their percentage interest in the LLC are:

Initial Members Percentage Interest in LLC Capital Contribution

8. Additional Members. New members may be admitted only upon the consent of a majority of the Members and upon compliance with the provisions of this agreement.

ARTICLE III

MANAGEMENT

9. Management. The Members have elected to manage the LLC as follows:

The management of the LLC shall be vested in the Members without an appointed manager.

The Members hereby delegate the management of the LLC to Manager(s), subject to the limitations set out in this agreement.

g) There shall be initial Managers.

i) The initial Managers is/are:

10. Officers and Relating Provisions. In the event the Members elect to manage the LLC, rather than appointing a manager, the Members shall appoint officers for the LLC, each of whom must be a member of the LLC, and the following provisions shall apply:

a. Officers. The officers of the LLC shall consist of a president, a treasurer and a secretary, or other officers or agents as may be elected and appointed by the Members.

11. Member Only Powers. Only a majority of the Members may: sell or encumber any real estate owned by the LLC, or incur debt exceeding $.

ARTICLE IV

CONTRIBUTIONS, PROFITS, LOSSES, AND DISTRIBUTIONS

12. Interest of Members. Each Member shall own a percentage interest in the LLC.

13. Contributions. The initial contributions and initial percentage interest of the Members are as set out in this Agreement.

14. Additional Contributions. Only a majority of the Members may call on the Members to make additional cash contributions as may be necessary to carry on the LLC's business.

ARTICLE V

VOTING; CONSENT TO ACTION

19. Voting by Members. Members shall be entitled to vote on all matters in accordance with each Member’s percentage interest.

ARTICLE VI

DUTIES AND LIMITATION OF LIABILITY MEMBERS, OFFICERS AND PERSONS SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION

24. Duties of Members: Limitation of Liability. The Members, Managers and officers shall perform their duties in good faith.

ARTICLE VII

MEMBERS INTEREST TERMINATED

29. Termination of Membership. A Member's interest in the LLC shall cease upon the occurrence of one or more of the following events:

A Member provided notice of withdrawal to the LLC thirty (30) days in advance of the withdrawal date.

A Member assigns all of his/her interest to a third party.

A Member dies or is disqualified from practicing medicine.

ARTICLE VIII

RESTRICTIONS ON TRANSFERABILITY OF LLC INTEREST; SET PRICE FOR LLC INTEREST

32. Encumbrance. A Member can encumber his LLC interest only with the consent of a majority of the other Members.

33. Sale of Interest. A Member can sell his LLC interest only as follows:

a. Purchase price threshold: $.

34. Set Price. The initial Set Price for each Member's interest is the amount of the Member's contribution(s) to the LLC.

Initial Set Price adjustment date:

ARTICLE IX

OBLIGATION TO SELL ON A DISSOCIATION EVENT CONCERNING A MEMBER

35. Dissociation. Upon the occurrence of a dissociation event, the LLC and remaining Members may purchase the dissociated Member's interest at the Set Price.

ARTICLE X

DISSOLUTION

36. Termination of LLC. The LLC will be dissolved only upon the written consent of a majority of the Members.

ARTICLE XI

TAX MATTERS

39. Tax Matters Partner. The Members hereby designate as the tax matters partner.

ARTICLE XII

RECORDS AND INFORMATION

41. Records and Inspection. The LLC shall maintain at its place of business the Articles of Organization, any amendments thereto, this Agreement, and all other LLC records required to be kept by the Act.

ARTICLE XIII

MISCELLANEOUS PROVISIONS

43. Amendment. Any amendment to this Agreement may be proposed by a Member and becomes effective when approved in writing by a majority of the Members.

44. Applicable Law. This Agreement shall be governed by the laws of the State of Rhode Island.

WHEREFORE, the Parties have executed this Agreement on the dates stated below their signatures on the attached signature page for each individual Party.

NOTICE: EACH MEMBER HEREBY CERTIFIES THAT HE OR SHE HAS RECEIVED A COPY OF THIS OPERATING AGREEMENT AND FORMATION DOCUMENT OF , A RHODE ISLAND LIMITED LIABILITY COMPANY.

Members:

Print Name of Member:

Address:

City, State, Zip:

Phone:

Print Name of Member:

Address:

City, State, Zip:

Phone:

Print Name of Member:

Address:

City, State, Zip:

Phone:

Print Name of Member:

Address:

City, State, Zip:

Phone:

INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE

I, , hereby certify that I have received a copy of the Limited Liability Company Agreement and Articles of Organization of , a Rhode Island limited liability company.

Member:

Address:

Date:

Enter text✕
Prepare your document for signing right on this page
  • 01 Edit the text and complete the fields
  • 02 Click Sign Now and on the next screen add recipients and signature fields in SignNow
  • 03 Start your free trial to sign and send your doc
Sign Now

What the Sample Operating Agreement for Two Member LLC Covers

A Sample Operating Agreement for Two Member LLC is a written contract that sets out ownership percentages, management responsibilities, capital contributions, profit and loss allocation, decision-making procedures, and exit provisions for a two-member limited liability company. Although most states do not require an operating agreement to be filed with the Secretary of State, a properly drafted agreement governs internal affairs, clarifies member expectations, protects limited liability status, and reduces the risk of default state rules controlling the business. This template is designed for U.S. use and can be adapted for state-specific nuances.

Why a Two-Member Operating Agreement Matters

A clear operating agreement documents each member’s economic and management rights, reduces ambiguity that leads to disputes, and preserves the LLC’s limited liability status under state law. It also helps banks and investors assess governance and supports accurate tax classification for the IRS.

Why a Two-Member Operating Agreement Matters

Who Typically Uses This Two-Member Operating Agreement

Use cases range from informal partnerships formalizing operations to investor-backed entities ensuring transparent member rights and exit mechanisms.

  • Founders and co-owners entering a joint business venture who want clear roles and decision rules.
  • Small-business attorneys and accountants preparing governance and tax documentation for client LLCs.
  • Banking and lending officers who require evidence of authorized signers and ownership structure for accounts and loans.

Primary Actors and Their Roles

Member One

Typically a co-owner who may serve as managing member or passive investor. The agreement should state capital contribution, voting rights, management authority, distribution priority, and transfer restrictions in clear terms.

Member Two / Advisor

The second co-owner or an appointed officer who shares responsibilities. The operating agreement should specify dispute resolution, buy-sell triggers, and step-by-step procedures for voluntary or involuntary transfers.

Essential Information to Include

Company Name: Full legal LLC name
Principal Address: Street, city, state, ZIP
Member Names: Full legal names
Capital Contributions: Amounts and dates
Ownership Percentages: Explicit percentages
Management Structure: Manager-managed or member-managed

Step-by-Step: How to Complete and Execute the Agreement

Follow these sequential steps to ensure the agreement is complete and binding.

  • 01
    Draft All Sections: Populate names, contributions, percentages, and management clauses.
  • 02
    Review with Advisors: Have an attorney and accountant check tax and liability implications.
  • 03
    Sign and Date: All members must sign and date the signature blocks.
  • 04
    Distribute Executed Copies: Provide copies to members, bank, and retained counsel.

How to Customize and Complete the Agreement Online

Configure an e-sign and document workflow to collect signatures, manage versions, and retain audit trails.

Field Configuration
Signature Fields Place full-signature and date fields for all members.
Initials and Acknowledgments Add initial fields on key pages for change acknowledgement.
Conditional Clauses Use conditional fields to show buy-sell details only when applicable.
Audit Trail Settings Enable timestamp, IP capture, and copy distribution.

Technical Requirements for eSigning and Storage

Ensure the chosen system provides secure storage with AES-256 encryption at rest and TLS 1.2/1.3 in transit, plus the ability to export signed originals for bank or legal use.

  • File Formats: PDF, DOCX supported
  • Integrations: Google Workspace, NetSuite, Salesforce
  • Authentication: Email, SMS, or advanced methods

Where to Send and Who Should Receive the Final Agreement

After execution, route signed copies to stakeholders and supportive institutions to complete onboarding and compliance steps.

  • Members: Each member receives a fully executed copy for their records.
  • Company Records: Keep original with the LLC’s minute book or digital records repository.
  • Bank: Provide executed agreement for business account and authorized signer verification.
  • Accountant or Tax Advisor: Share copies to confirm tax classification and reporting.

Key Dates and Timing to Watch

Track execution milestones and filing or reporting dates tied to tax and banking requirements.

Agreement Effective Date:

Date entered as MM/DD/YYYY when obligations commence.

Execution Date:

Date members sign; often matches effective date.

Initial Capital Contribution:

Specify due date for initial funding and record receipt.

Tax Classification Deadline:

File Form 8832 or choose default LLC tax status before IRS deadlines if applicable.

Record Retention Start:

Retention periods begin on effective or execution date as specified.

Common Risks and Legal Consequences

Default State Rules: Members exposed to default statutory provisions
Tax Misclassification: Incorrect IRS treatment and potential penalties
Unclear Voting Rights: Disputes and operational paralysis
Missing Signatures: Questions about enforceability
Insufficient Capital: Personal liability risk
Improper Transfers: Unintended ownership dilution

Frequent Preparation Mistakes to Avoid

  • Leaving contribution and distribution mechanics vague, which leads to interpretive disputes and litigation risk.
  • Failing to define decision thresholds for major actions, resulting in deadlock when members disagree on material matters.
  • Not documenting buy-sell triggers and valuation methods, which complicates exits and involuntary transfers.
  • Using inconsistent names or formats that prevent banks or tax authorities from matching records to formation documents.

eSignature Vendor Pricing and Compliance Snapshot

Compare entry pricing and core compliance features for common eSignature vendors; signNow is listed first per standard vendor comparisons.

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 envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Practical Examples of Two-Member Operating Agreements in Use

These scenarios illustrate common provisions and how they resolve typical member issues.

Property Management Partners

Two members form a real estate LLC to hold rental property and define a 60/40 profit split

  • They include capital call and preferred return clauses
  • The agreement specifies manager authority, cash distribution waterfall, and a buy-sell valuation method to streamline future transfers and lender onboarding.

Tech Founders

Co-founders create a manager-managed LLC with one managing member responsible for operations

  • Equity vesting is included
  • The document sets intellectual property assignment, founder vesting schedule, decision veto thresholds, and a drag-along provision to protect investor interests.

Practical Tips for Accurate and Efficient Completion

Follow these drafting and execution practices to reduce friction and legal exposure.

Use Clear, Numeric Terms
State ownership, payment, and distribution numbers explicitly. Avoid vague language like 'reasonable' without a definition; precision reduces disputes and supports predictable tax reporting.
Align Names with Formation Documents
Ensure member names match the LLC’s formation paperwork and government IDs to avoid banking or title issues and to prevent delays in account opening and filings.
Document Capital Contributions
Record dates, amounts, and valuation methodology for non-cash contributions. Clear documentation helps resolve disputes and supports accurate basis for tax purposes.
Plan for Disputes and Exits
Include mediation/arbitration clauses, buyout formulas, and detailed transfer restrictions to reduce litigation risk and provide predictable exit paths for members.

Frequently Asked Questions About the Sample Operating Agreement for Two Member LLC

Answers to common practical and legal questions about completing, signing, and storing a two-member LLC operating agreement.


Need help? Contact support

Explore Templates

Montana Power of Attorney Montana Trust Indenture Form Montana Complaint Montana Small Claims Counterclaim
be ready to get more
Join over 28 million airSlate SignNow users
Sign Now
Company
Forms
Pricing
Resources
Knowledge base
Other Products
© 2026 airSlate Inc. All rights reserved.