LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
An Ohio Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: Governed by the Ohio Revised Limited Liability Company Act, Ohio Rev. Code §§ 1706.01 et seq. (effective February 11, 2022). No annual report requirement for Ohio LLCs. Ohio imposes a Commercial Activity Tax (CAT) on businesses with taxable gross receipts over $150,000.]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to the Ohio Revised Limited Liability Company Act, Ohio Rev. Code §§ 1706.01 et seq. (the "Act") by filing Articles of Organization with the Ohio Secretary of State.
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], Ohio [ZIP]
1.4 Statutory Agent
Agent: [NAME]
Address: [ADDRESS], Ohio [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 Ohio Rev. Code § 1706.34.
ARTICLE X - TAX MATTERS
☐ Partnership/Disregarded ☐ S corp ☐ C corp
Partnership Representative: [NAME]
10.1 Ohio Commercial Activity Tax
[// GUIDANCE: Ohio imposes a Commercial Activity Tax (CAT) on businesses with taxable gross receipts over $150,000. The rate is 0.26% on gross receipts over $1 million.]
ARTICLE XI - MISCELLANEOUS
Governing Law: State of Ohio
EXECUTION
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Contribution | Interest |
|---|---|---|
| [NAME] | $[AMT] | [XX]% |
Governed by Ohio Revised Limited Liability Company Act, Ohio Rev. Code §§ 1706.01 et seq. No annual report required.