Limited Liability Company Operating Agreement Template - Alaska
Pursuant with the Alaska Revised Limited Liability Company Act
Title 10 Chapter 10.50
LIMITED
L IABILITY
C OMPANY
O PERATING
A GREEMENT
FOR
Name Of LLC
AN ALASKA LIMITED LIABILITY COMPANY
THIS
O PERATING
A GREEMENT
( “Agreement”)
i s
e ntered
i nto
t his
_ _____
d ay
o f
_________________________,
2 0____,
b y
a nd
b etween
t he
f ollowing
p erson(s):
_________________________________________________________________________________
First
Middle
Last
_________________________________________________________________________________
First
Middle
Last
_________________________________________________________________________________
First
Middle
Last
________________________________________________________________________________
First
Middle
Last
(Hereinafter
R eferred
t o
a s
t he
“ Parties”
o r
“ Members”)
All
M embers
i n
t he
a bove-‐described
L imited
L iability
C ompany
a gree
a s
follows;
FORMATION
O F
L IMITED
L IABILITY
C OMPANY
I.
FORMATION
O F
L LC.
T he
P arties
h ave
f ormed
a
L imited
L iability
Company
n amed
_ ____________________________________________________________
Name Of LLC
(Hereinafter
r eferred
t o
a s
t he
“ LLC”)
i n
t he
S tate
o f
_ ___________________.
State
The
L LC
s hall
b e
o perated
b y
t he
t erms
o f
t his
A greement
a nd
t he
applicable
l aws
o f
t he
S tate
o f
_ _______________________________________
State
relating
t o
t he
f ormation,
t axation
a nd
o peration
o f
a
L LC.
T he
Members
a gree
t hat
t he
L LC
s hall
b e
t axed
a s
a
p artnership.
T he
partnership
s hall
b e
i noperative
i f
t here
a re
a ny
p rovisions
o f
t his
agreement
t hat
m ay
c ause
t he
L LC
n ot
t o
b e
t axed
a s
a
p artnership.
Pursuant with the Alaska Revised Limited Liability Company Act
Title 10 Chapter 10.50
LIMITED
L IABILITY
C OMPANY
O PERATING
A GREEMENT
FOR
Name Of LLC
AN ALASKA LIMITED LIABILITY COMPANY
THIS
O PERATING
A GREEMENT
( “Agreement”)
i s
e ntered
i nto
t his
_ _____
d ay
o f
_________________________,
2 0____,
b y
a nd
b etween
t he
f ollowing
p erson(s):
_________________________________________________________________________________
First
Middle
Last
_________________________________________________________________________________
First
Middle
Last
_________________________________________________________________________________
First
Middle
Last
________________________________________________________________________________
First
Middle
Last
(Hereinafter
R eferred
t o
a s
t he
“ Parties”
o r
“ Members”)
All
M embers
i n
t he
a bove-‐described
L imited
L iability
C ompany
a gree
a s
follows;
FORMATION
O F
L IMITED
L IABILITY
C OMPANY
I.
FORMATION
O F
L LC.
T he
P arties
h ave
f ormed
a
L imited
L iability
Company
n amed
_ ____________________________________________________________
Name Of LLC
(Hereinafter
r eferred
t o
a s
t he
“ LLC”)
i n
t he
S tate
o f
_ ___________________.
State
The
L LC
s hall
b e
o perated
b y
t he
t erms
o f
t his
A greement
a nd
t he
applicable
l aws
o f
t he
S tate
o f
_ _______________________________________
State
relating
t o
t he
f ormation,
t axation
a nd
o peration
o f
a
L LC.
T he
Members
a gree
t hat
t he
L LC
s hall
b e
t axed
a s
a
p artnership.
T he
partnership
s hall
b e
i noperative
i f
t here
a re
a ny
p rovisions
o f
t his
agreement
t hat
m ay
c ause
t he
L LC
n ot
t o
b e
t axed
a s
a
p artnership.
II.
BUSINESS.
T he
p rimary
b usiness
o f
t he
L LC
s hall
b e:
Primary Business of LLC
The
L LC
s hall
b e
l egally
a llowed
t o
c onduct
o r
p romote
a ny
l awful
business
o r
p urpose
w ithin
t he
S tate
o f
_ __________________________________
State
or
a ny
o ther
j urisdiction
w here
t he
L LC
m ay
b e
c onducting
b usiness
activities.
III.
ARITCLES
O F
O RGANIZATION.
T he
L LC
a cting
t hrough
o ne
o f
i ts
Members
n amed
_ ___________________________________________________________,
First
Middle
Last
filed
A rticles
o f
O rganization,
( “Articles”)
i n
t he
r ecords
o f
t he
___________________________________
S ecretary
o f
S tate
o n
_ ____________________
State
Date
and
t hus,
c reating
t he
L LC.
IV.
PLACE
O F
B USINESS.
T he
o fficial
p lace
o f
b usiness
o f
t he
L LC
s hall
b e
Street Address
City
o f
_ __________________________________
S tate
o f
_ ___________________________
City
State
Zip
C ode
_ __________________________________.
Zip Code
V.
REGISTERED
O FFICE.
T he
o fficial
r egistered
o ffice
o f
t he
L LC
s hall
b e
Street Address
City
o f
_ __________________________________
S tate
o f
_ ___________________________
City
State
Zip
C ode
_ __________________________________.
I f
a t
a nytime
t he
r egistered
Zip Code
office
s hould
c hange,
a ll
m embers
a nd
n ecessary
g overnment
authorities
s hall
b e
n otified.
VI.
REGISTERED
A GENT.
T he
o fficial
r egistered
a gent
o f
t he
L LC
s hall
b e
First
Middle
Last
If
a t
a nytime
t he
r egistered
a gent
s hould
c hange,
a ll
m embers
a nd
necessary
g overnment
a uthorities
s hall
b e
n otified.
VII.
FISCAL
Y EAR.
T he
L LC’s
f iscal
a nd
t ax
y ear
s hall
e nd
_ __________________.
Date
VIII.
DURATION.
The
L LC
w ill
c ommence
b usiness
a s
o f
t he
d ate
o f
f iling
and
w ill
c ontinue
i n
p erpetuity.
IX.
INITIAL
M EMBERS.
The
i nitial
M embers
o f
t he
L LC,
t heir
i nitial
capital
c ontributions,
a nd
t heir
p ercentage
i nterest
i n
t he
L LC
a re
a s
follows:
Capital
Percentage
Members
Contribution
Interest
i n
L LC
(If
a ny)
X.
ADDITIONAL
M EMBERS.
U pon
t he
c onsent
o f
a
m ajority
o f
t he
Members
a nd
i n
c ompliance
w ith
t he
p rovisions
o f
t his
a greement,
new
m embers
m ay
b e
a dmitted.
XI.
MANAGEMENT.
The
Members
have
elected
to
manage
the
LLC
as
follows
( check
a s
a ppropriate):
The
management
of
the
LLC
shall
be
vested
in
the
Members
without
an
appointed
manager.
The
Members
shall
elect
officers
who
shall
manage
the
company.
The
President
and
Secretary
may
act
for
and
on
behalf
of
the
LLC
and
shall
have
the
power
and
authority
to
bind
the
LLC
in
all
transactions
and
business
dealings
of
any
kind
as
otherwise
p rovided
i n
t his
A greement.
The
Members
hereby
delegate
the
management
of
the
LLC
to
Managers(s),
s ubject
t o
t he
l imitations
s et
o ut
i n
t his
a greement.
There
s hall
b e
_ _________
i nitial
M anagers.
# of Managers
The
i nitial
M anager(s)
i s/are:
________________________________________________________________________________
First
Middle
Last
________________________________________________________________________________
First
Middle
Last
________________________________________________________________________________
First
Middle
Last
________________________________________________________________________________
First
Middle
Last
A
Manager
shall
hold
their
position
until
the
Members
elect
a
successor.
The
M embers
s hall
e lect
a nd
m ay
r emove
t he
M anager(s)
b y
m ajority
vote.
The
authority
shall
be
held
by
the
Members
to
take
all
necessary
and
proper
a ctions
i n
o rder
t o
c onduct
t he
b usiness
o f
t he
L LC.
Any
Manager
can
take
any
appropriate
action
on
behalf
of
the
LLC,
including,
but
not
limited
to
signing
checks,
executing
leases,
and
signing
l oan
d ocuments
e xcept
f or
d ecisions
c oncerning
d istributions.
With
or
without
the
notice
of
a
meeting,
the
action
of
the
Manager
shall
be
based
on
a
majority
vote
of
the
Managers
when
determining
the
t iming
a nd
t otal
a mount
o f
d istribution
t o
t he
M embers.
The
compensation
to
the
Manager(s)
shall
be
in
the
discretion
of
the
majority
o f
t he
M embers
o f
t he
L LC.
XII.
OFFICERS
AND
RELATING
PROVISIONS.
If
the
Members
decide
to
manage
t he
L LC,
r ather
t han
a ppointing
a
M anager,
t he
M embers
s hall
appoint
o fficers
f or
t he
L LC
a nd
t he
f ollowing
p rovisions
s hall
a pply:
(a)
OFFICERS.
T he
o fficers
o f
t he
L LC
s hall
c onsist
o f
a
p resident,
a
treasurer
a nd
a
s ecretary,
o r
o thers
t hat
m ay
b e
e lected
a nd
appointed
b y
t he
M embers.
A
M ember
m ay
h old
m ore
t han
one
or
all
offices.
The
officers
shall
supervise
the
operation
of
the
LLC
under
the
direction
and
management
of
the
Members,
a s
f urther
d escribed
b elow.
(b)
TERM
OF
OFFICE/ELECTION.
The
Members
shall
elect
the
officers
of
the
LLC
annually
by
a
majority
vote.
Vacancies
may
be
filled
or
new
offices
created
and
filled
at
any
meeting
of
the
Members.
All
officers
shall
hold
their
office
positions
unless
until
their
death,
removal
of
office,
or
resignation.
Election
or
appointment
of
an
officer
or
agent
shall
n ot
o f
i tself
c reate
a
c ontract
r ight.
(c)
REMOVAL.
The
Members
may
decide
to
remove
any
officer
or
agent
b y
a
m ajority
v ote
w henever
t hey
d ecide
t hat
t he
b est
interest
of
the
company
would
be
served
thereby.
If
a
officer
or
agent
is
removed,
it
shall
be
without
prejudice
to
the
c ontract
r ights.
(d)
PRESIDENT.
The
President
shall
be
the
chief
executive
officer
of
the
LLC
and
shall
be
present
at
all
meetings
of
the
Members.
The
president
shall
have
all
powers
to
perform
such
d uties
t hat
a re
o utlined
i n
t his
A greement.
(e)
THE
TREASURER.
The
Treasurer
shall
be
the
chief
financial
officer
o f
t he
L LC.
T he
T reasurer
i s
r esponsible
f or
a ll
f unds
and
s ecurities
o f
t he
L LC.
T he
T reasurer
s hall
p reside
a t
t he
meeting
of
the
Members
when
the
President
is
absent.
The
treasurer
must
receive
and
give
receipts
for
moneys
due
and
p ayable
t o
t he
L LC
f rom
a ny
m oney
s ource
w hatsoever,
and
deposit
all
such
moneys
in
the
name
of
the
LLC
in
any
such
money
institution,
which
shall
be
selected
by
the
Members
o f
t he
L LC.
T he
T reasurer
s hall
p erform
a ll
o ther
duties
t hat
m ay
b e
a ssigned
t o
t he
o ffice
o f
t reasurer
b y
t he
President
o r
b y
t he
M embers
o f
t he
L LC.
(f)
SECRETARY.
The
Secretary
shall
keep
a
time
log
of
the
Members
meetings
in
a
file
provided
for
that
purpose
and
also
see
that
all
notices
are
duly
given
in
accordance
with
the
p rovisions
o f
t his
A greement
o r
a s
r equired
b y
l aw.
T he
Secretary
shall
have
custody
of
the
LLC
records,
addresses
of
M embers,
M ember’s
r esolutions,
a nd
o ther
d ocuments
t o
the
LLC
as
true
and
correct.
The
Secretary
shall
preside
at
the
meetings
of
the
Members
in
the
absence
of
the
President
and
Treasurer
and
also
perform
all
other
duties
that
may
be
assigned
to
the
office
of
secretary
by
the
President
o r
b y
t he
M embers
o f
t he
L LC.
(g)
VACANCIES.
A
vacancy
is
any
office
because
of
death,
resignation,
r emoval,
a nd
d isqualification
o r
o therwise
m ay
be
filled
by
the
Members
for
the
unexpired
portion
of
the
term.
XIII.
MEMBER
ONLY
POWERS.
Notwithstanding
any
other
provision
of
this
Agreement,
only
a
majority
of
the
Members
may:
(a)
sell
or
encumber
(but
not
lease)
any
real
estate
owned
by
the
LLC,
or
(b)