Operating Agreement Template Outline

// Article I–VII: Formation | Members | Management | Financials | Transfers | Dissolution | Misc

// ARTICLE I — FORMATION
1.1 Name and state of formation
1.2 Principal place of business
1.3 Registered agent
1.4 Purpose (general or specific)
1.5 Effective date

// ARTICLE II — MEMBERS AND OWNERSHIP
2.1 Member list with ownership percentages
2.2 Capital contributions (cash, property, services, IP)
2.3 VESTING SCHEDULE — 4-year with 1-year cliff (critical!)
2.4 Membership interest classes (if any)
2.5 Admission of new members (vote threshold required)

// ARTICLE III — MANAGEMENT AND VOTING
3.1 Management structure (member-managed vs. manager-managed)
3.2 Day-to-day authority (Tier 1 — no vote required)
3.3 Major decisions (Tier 2 — majority vote required)
3.4 Fundamental decisions (Tier 3 — unanimous or supermajority)
3.5 Voting mechanics (per-capita vs. proportional)
3.6 Deadlock resolution mechanism

// ARTICLE IV — COMPENSATION AND DISTRIBUTIONS
4.1 Member compensation / guaranteed payments
4.2 Reimbursement of expenses
4.3 Distribution policy and timing
4.4 Tax distributions (cover member tax liability)

// ARTICLE V — TRANSFER RESTRICTIONS
5.1 Right of First Refusal (ROFR) process and timeline
5.2 Buy-sell trigger events (5 standard events)
5.3 Valuation method for buyouts
5.4 Payment terms (lump sum or installments)
5.5 Transfer to trusts or family entities (if permitted)

// ARTICLE VI — DISSOLUTION
6.1 Vote threshold required
6.2 Wind-down procedure
6.3 Payment of creditors and liabilities
6.4 Distribution of remaining assets to members

// ARTICLE VII — MISCELLANEOUS
7.1 Amendment procedure (vote threshold)
7.2 Governing law (state)
7.3 Severability
7.4 Indemnification of members and managers
7.5 Entire agreement clause
7.6 Counterpart signatures