LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
A District of Columbia Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: Governed by the District of Columbia Limited Liability Company Act, D.C. Code §§ 29-801.01 et seq. D.C. adopted RULLCA effective January 1, 2012. D.C. imposes franchise taxes on LLCs with D.C. income. Biennial reports are required.]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to the District of Columbia Limited Liability Company Act, D.C. Code §§ 29-801.01 et seq. (the "Act") by filing Articles of Organization with the D.C. Department of Consumer and Regulatory Affairs (DCRA).
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], Washington, D.C. [ZIP]
1.4 Registered Agent
Agent: [NAME]
Address: [ADDRESS], Washington, D.C. [ZIP]
1.5 Term
Perpetual, unless dissolved per this Agreement or the Act.
ARTICLE II - PURPOSE
The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.
ARTICLE III - MEMBERS
3.1 Initial Members
See Exhibit A for Members, Capital Contributions, and Percentage Interests.
3.2 Admission
Additional Members require [unanimous/majority] consent.
ARTICLE IV - CAPITAL
4.1 Initial Contributions
Per Exhibit A.
4.2 Additional Contributions
Not required without Member consent.
4.3 Capital Accounts
Maintained per IRC § 704(b) regulations.
ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS
5.1 Allocations
Profits and Losses allocated per Percentage Interests.
5.2 Distributions
At [Members'/Managers'] discretion, pro rata to Percentage Interests.
5.3 Tax Distributions
Annual distributions for estimated tax liability.
ARTICLE VI - MANAGEMENT
☐ MEMBER-MANAGED: All Members participate equally.
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]
6.1 Voting
- Ordinary matters: Majority vote
- Extraordinary matters: [Unanimous/Two-thirds] vote
6.2 Actions Requiring Approval
(a) Amend Agreement; (b) Admit Members; (c) Merge/dissolve; (d) Sell all assets; (e) Debt over $[AMOUNT].
ARTICLE VII - TRANSFER RESTRICTIONS
7.1 Consent Required
Transfers require [majority/unanimous] consent except permitted transfers.
7.2 Right of First Refusal
[30] days to match third-party offers.
7.3 Permitted Transfers
To trusts, Affiliates, or family members.
ARTICLE VIII - DISSOLUTION
8.1 Events
(a) Member consent; (b) Judicial dissolution; (c) Act requirements.
8.2 Winding Up
Liquidate assets, pay creditors, distribute per Capital Accounts.
8.3 Articles of Dissolution
File with DCRA.
ARTICLE IX - INDEMNIFICATION
9.1 Limitation of Liability
Members/Managers not personally liable for Company obligations.
9.2 Indemnification
Company indemnifies Members/Managers for good faith actions to fullest extent permitted by the Act.
ARTICLE X - TAX MATTERS
10.1 Classification
☐ Partnership/Disregarded entity ☐ S corporation ☐ C corporation
10.2 Partnership Representative
[MEMBER NAME]
10.3 D.C. Franchise Tax
[// GUIDANCE: D.C. imposes an unincorporated business franchise tax on LLCs with D.C.-source income. The tax rate is 9.975% on taxable income. LLCs must file Form D-20 and pay estimated taxes quarterly.]
The Company shall pay all required D.C. franchise taxes and fees.
ARTICLE XI - MISCELLANEOUS
11.1 Governing Law
District of Columbia
11.2 Amendments
Written consent of [majority/all] Members.
11.3 Entire Agreement
Supersedes all prior agreements.
EXECUTION
MEMBERS:
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Address | Contribution | Interest |
|---|---|---|---|
| [NAME] | [ADDR] | $[AMT] | [XX]% |
Governed by District of Columbia Limited Liability Company Act, D.C. Code §§ 29-801.01 et seq.