LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
A Missouri Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: Governed by the Missouri Limited Liability Company Act, Mo. Rev. Stat. §§ 347.010 et seq. Missouri permits Series LLCs under Mo. Rev. Stat. § 347.186. No annual report required for domestic LLCs in Missouri.]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to the Missouri Limited Liability Company Act, Mo. Rev. Stat. §§ 347.010 et seq. (the "Act") by filing Articles of Organization with the Missouri Secretary of State.
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], Missouri [ZIP]
1.4 Registered Agent
Agent: [NAME]
Address: [ADDRESS], Missouri [ZIP]
1.5 Term
Perpetual, unless dissolved.
1.6 Series LLC
☐ This LLC IS a Series LLC under Mo. Rev. Stat. § 347.186.
☐ This LLC is NOT a Series LLC.
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.
ARTICLE X - TAX MATTERS
☐ Partnership/Disregarded ☐ S corp ☐ C corp
Partnership Representative: [NAME]
ARTICLE XI - MISCELLANEOUS
Governing Law: State of Missouri
EXECUTION
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Contribution | Interest |
|---|---|---|
| [NAME] | $[AMT] | [XX]% |
Governed by Missouri Limited Liability Company Act, Mo. Rev. Stat. §§ 347.010 et seq. Missouri permits Series LLCs.