Operating Agreement for LLC

Step 1: Enity Information This form is not specifically designed for "professional" LLC's

1. Name of Limited Liability Company (must end with Limited Liability Company, LLC or L.L.C.)

2. State in which the LLC is organized

3. Purpose

purposes include management of real estate "any lawful purpose" is to be recited in the orgaizing documents

4. Principal place of Business

5. Name and Address of Registered Agent (if any, in addition to Sec. of State):
BlumbergExcxelsior Corporate Services, Inc. other (list below)

Step 2: Tax Matter

1. Name of Partnership Representative (if any):

In 1997 the IRS adopted "check the box" regulations which indicate that a LLC will be taxed as a partnership (i.e., flow-through tax treatment) for federal income tax purposes, unless the LLC expressly elects to be taxed as a corporation. The IRS abandoned its original position that a LLC would be taxed as a partnership only if it had not more than two corporate characteristics. Taxation as a partnership for federal income tax purposes, however, does not necessarily mean that a LLC will be taxed as a partnership under the laws of the states in which it does business. In Pennsylvania and Texas LLC's presently are taxed as corporations irrespective of federal classification as a partnership. If you intend to create a single member LLC, you may want to "bifurcate" the interest of the owner into Manager and non-Manager interests. The non-Manager interest later could be sold or given to family members. If the Limited Liability Company has one or more Managers, the Members who are not Managers may avoid self-employment taxes under I.R.C. Sec. 1402(a)(13).

Step 3: Member & Manager Information

1. Is the Limited Liability Company to have one or more Managers authorized to make business decisions for the Limited Liability Company?
Y N If yes, are the Managers also to be Members of the Limited Liability Company? Y N

2. Are Managers to be elected? (usually no) Y N N/A

If so, Managers are to be elected by what vote: majority 2/3rds 75% unanimous other:

3. If the Limited Liability Company is to have one or more Managers, identify them

Name of Manager 1
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company
Name of Manager 2
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company
Name of Manager 3
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company
Name of Manager 4
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company
Name of Manager 5
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company
Name of Manager 6
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company
Name of Manager 7
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company
Name of Manager8
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company
Name of Manager 9
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company

If you have more then 9 managers upload a text file at the end of this questionaire.

4. Are the Managers to be formally designated as the "Board of Managers"? Yes No N/A

5. Identify the Member or Members (other than the Managers):

Name of Members 1
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company
Name of Members 2
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company
Name of Members 3
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company
Name of Members 4
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company
Name of Members 5
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company
Name of Members 6
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company
Name of Members 7
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company
Name of Members 8
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company
Name of Members 9
	Male Female corporation partnership LLC
Street Address
Phone Number
Capital Contribution
Interest in Limited Liability Company

If you have more then 9 members upload a text file at the end of this questionaire.

(identify any other Members on a separate sheet. If there are more than 9 Members, the program won't ask questions letting you identify them, so you'll have to use your word processing software to add the names, interests, signature lines and acknowledgments after the OUTPUT FILE has been composed.)

Step 4: Member & Manager Provisions

WARNING: LLC statutes are new and subject to construction and amendment; and you will want to make your own determination as to whether the current state statute permits having just the Managers consent to admission of new Members.

1. May a new Member be admitted to the LLC with just the consent of the Managers? Y N

2. May a new Member be admitted to the Limited Liability Company with LESS THAN the unanimous consent? Y N
If yes, what consent: 75% in interest 2/3rds in interest majority in interest other:

3. If a Member desires to voluntarily withdraw, the Member must first get the consent of some/all of the
other Members? Y N
If yes, what consent: unanimous 75% in interest 2/3rds in interest majority in interest other:

4. Are the membership interests to be evidence by Certificates of Membership? [usually no] Y N

5. In general, decisions reserved to the Members are to be made by what vote
: majority 2/3rds 75% unanimous other:

6. If the Limited Liability Company is not to be managed by Managers who are Members, is the Operating Agreement to provide for annual meetings of the Members? Y N

7. In addition to generally authorizing the Managers to handle the day-to-day operations of the Limited Liability Company, is the Operating Agreement to expressly give the Managers broad and detailed powers? Y N N/A

8. It is possible to provide for assignment of allocations and distributions (i.e., just financial interests in the Limited Liability Company), without including voting rights and other rights of a Member. Is the Operating Agreement to provide for assignment of allocations and distributions to: relatives of a Member without consent; another Member without consent;
to any person with the following consent: no consent required unanimous 75% 2/3rds majority other:

9. Do you wish to provide for different "classes" of Members Y N If so, an Article in the Operating Agreement will be produced, but you will have to manually insert the desired provisions with your word processing software

10. Amendments of the Operating Agreement which directly change the financial share of each Member will require unanimous consent. Do you wish to provide for other types of amendments with less than unanimous consent? Y N
If yes, what consent: majority 75% 2/3rds other:

11. A decision to dissolve the Limited Liability Company is to be made by the following vote: unanimous 75% 2/3rds majority other:

12. With regard to whether a Member may engage in competing business activities: the Operating Agreement is to be silent on the subject; Members are expressly to have the right to engage in competing businesses; each Member is to covenant not to compete while a Member and for period after membership in the Limited Liability Company ceases - enter period and area:

13. Date of Limited Liability Company Operating Agreement:

14. The term of Limited Liability Company to expire on: perpetual duration / other:

15. Are the Managers to be paid: management fee per annum marketing supervision fee per annum
LLC formation fee no compensation

16. annual report to be audited by certified public accountant. The Managers also are to provide: monthly reports quarterly reports both N/A

Step 5: Real Estate Information

1. Limited Liability Company is to own realty
Identify Real Estate:
Street Address: City State ZIP:
Common name:
Type/use:

2. Real Estate is:
owned by Members and to be contributed as a capital contribution - value:
to be acquired under existing contract
Date of contract: Seller: Purchaser:
to be acquired, but no contract has been executed other:

3. Limited Liability Company is to:
merely operate existing structures
construct low income housing
rehabilitate (under Tax Reform Act of 1986)
construct other type of building

4. If cost of acquiring Real Estate or constructing improvements exceeds Members are to contribute of excess, up to mortgages, etc. must be nonrecourse

5. Consent of Members is to be required for major acts
sale of all assets
sale of Real Estate
mortgaging of Real Estate
borrowing of money - in excess of:
lending of money - in excess of:
settlement of claims - in excess of:
establishment of reserves - in excess of:
merger or consolidation
vote required: unanimous 75% 2/3rds majority other:

6. Members are to have a right of first refusal for the sale of just the allocations and distributions in the Limited Liability Company (not membership rights) [Note that for family LLC's the right of first refusal is automatically included, so that gifts of membership interests will be a present interest which qualifies for the annual gift tax exclusion. See Technical Advisory Memorandum 9751003.]

Step 6: Member and Manager desposition

1. Are the other Members to agree, in advance, to buyout (or have an option to buyout) the interest of a Member who dies or becomes totally disabled? [usually no] Y N

If yes, answer the following:
buyout on death
option to buyout on death
buyout on disability
option to buyout on disability
buyout on retirement ( option if terminated for cause)
option to buyout on retirement
insurance (for death or disability is to be maintained by the Members to pay the purchase price)
may pay in installments evidenced by a Note (rather than all cash)
How many monthly installments: Any minimum amount for each installment: Rate of interest:
Percent of price as cash down payment:

The purchase price is to be based on: book value fair value based on the assets and liabilities of the Limited Liability Company, to be stipulated annually or determined by appraisal [ good will is to be taken into account, whether or not carried on the books] stipulate present value of 1% Interest: stipulate minimum future value of 1% Interest:

Step 7: Operating Agreement Managment

1. Is the Operating Agreement to give the Manager a power of attorney to execute amendments to the Articles of Organization and other certificates? Y N N/A

2. Are disputes to be resolved by arbitration? Y NN/A