LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
A Michigan Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: Governed by the Michigan Limited Liability Company Act, MCL §§ 450.4101 et seq. Michigan requires an annual statement filed with the Department of Licensing and Regulatory Affairs (LARA). Michigan does NOT currently permit Series LLCs.]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to the Michigan Limited Liability Company Act, MCL §§ 450.4101 et seq. (the "Act") by filing Articles of Organization with the Michigan Department of Licensing and Regulatory Affairs (LARA).
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], Michigan [ZIP]
1.4 Registered Agent
Agent: [NAME]
Address: [ADDRESS], Michigan [ZIP]
1.5 Term
Perpetual, unless dissolved.
ARTICLE II - PURPOSE
The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.
ARTICLE III - MEMBERS
See Exhibit A for Members, Capital Contributions, and Percentage Interests.
ARTICLE IV - CAPITAL
Initial Contributions per Exhibit A. Capital Accounts per IRC § 704(b).
ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS
Profits, Losses, and Distributions per Percentage Interests.
ARTICLE VI - MANAGEMENT
☐ MEMBER-MANAGED
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]
ARTICLE VII - TRANSFER RESTRICTIONS
Transfers require [majority/unanimous] consent. Right of First Refusal: [30] days.
ARTICLE VIII - DISSOLUTION
Upon Member consent, judicial dissolution, or Act requirements.
ARTICLE IX - INDEMNIFICATION
Company indemnifies Members/Managers for good faith actions per MCL § 450.4406.
ARTICLE X - TAX MATTERS
☐ Partnership/Disregarded ☐ S corp ☐ C corp
Partnership Representative: [NAME]
ARTICLE XI - MISCELLANEOUS
Governing Law: State of Michigan
EXECUTION
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Contribution | Interest |
|---|---|---|
| [NAME] | $[AMT] | [XX]% |
Governed by Michigan Limited Liability Company Act, MCL §§ 450.4101 et seq.
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