An operating agreement sample is what most owners read before writing their own, and what a sample mostly shows is blanks: a contribution per member, a percentage per member, a reserve, a threshold for a major decision, a rule for admitting a member. The wording around the blanks is the attorney's job and this site does not supply it. The numbers in the blanks are arithmetic on figures only the members know, and getting them wrong is how a two-thirds vote turns out to need a member who has already left. This page reads an example agreement for its numbers, in the order the clauses come, and points at the free worksheet on this site that works them from yours.
What does an LLC operating agreement look like? It opens with members and capital
Every sample opens with the company's name, state and purpose, then the members and their contributions, dated and valued. That schedule is the clause the rest of the document reads from. The worksheet takes three members' contributions, say $50,000, $30,000 and $20,000, and returns the ownership shares of 50%, 30% and 20% that the next clause records, so the two clauses are worked from one set of figures rather than typed separately and later found to disagree.
The money clauses in an LLC operating agreement sample: profit, reserve and distribution
A sample's profit-and-loss clause usually splits by ownership and its distribution clause lets the company keep a reserve first. Worked on $120,000 of profit with the shares above, the largest member's distribution is $60,000 before any reserve, and less by exactly the reserve's share after it. The worksheet shows each member's figure from the profit and reserve you enter; whether and when to distribute is the members' decision under the agreement, not a figure this site asserts.
The decision clauses in an example operating agreement: what a vote needs
A sample's voting clause names a percentage for major decisions, and an example agreement at 67% needs $67,000 of $100,000 in capital to say yes, which with shares of 50, 30 and 20 means two particular members. The worksheet turns any threshold into the capital and the members it takes. The amendment and admission clauses are thresholds too, and the amendment worksheet on this site works the new member's share and everyone's dilution when one is admitted at a valuation.
Using a sample operating agreement for LLC members without copying its numbers
The shape of a sample transfers; its figures do not, because they are somebody else's company. Take the clause list, work your own contributions, profit, reserve and thresholds on the free worksheets, and have the wording drawn for your state by counsel. LLC Lane Pro keeps the finished agreement, every amendment and every member's share against the company so the sample you started from is never the record you rely on.
Questions people ask about operating agreement sample
What does an LLC operating agreement look like?
A numbered document of a few pages: the company's name, state and purpose, then a schedule of members and what each contributed, the ownership shares, the profit and loss clause with its reserve, management and voting, how members leave and join, how the agreement is amended, and signatures. Every money and voting clause has a blank that is a number, and the worksheet on this site works those numbers from your figures.
Where can I get a free LLC agreement example?
This site publishes worksheets, not sample clause text. The worksheets work the numbers a sample's blanks ask for, free, with no account; the wording for your state is your attorney's.
What should an operating agreement LLC example contain?
The company's name, state and purpose; the members and their contributions; ownership shares; how profit and loss are split and what reserve is kept; management and voting thresholds; how members leave and join; amendment; and signatures.
Can I sign a sample as my own agreement?
Whether a sample's clauses fit your state and your company is a legal question this site does not answer. What you can take from here is the arithmetic, so that the numbers you fill in agree with each other before anyone signs.
What does an example of operating agreement text actually fix, and what is left blank?
The clauses are fixed and the figures are not. A sample settles what the document covers and in what order: members and capital, profit and reserve and distribution, the vote a major decision needs, admission and amendment. Every number in it belongs to the company it was written for, so the contributions, the shares, the reserve and the thresholds are the blanks you fill from your own figures, which is what the worksheets on this site are for.
Is a family LLC operating agreement different?
The clauses are the same ones; what changes is who the members are and how interests move between them. A family company often has a parent holding most of the capital and children admitted later, so the admission and transfer clauses carry the weight: if a parent with 100% of a $400,000 company transfers interests worth $40,000 to each of two children, the schedule reads 80%, 10% and 10%, and the vote a major decision needs is re-read against that schedule. How a gift of an interest is taxed or valued is your accountant's question; the re-cut is the amendment worksheet's arithmetic.
Is there a Virginia LLC operating agreement on this site?
Not as clause text: this site publishes no Virginia rule. Virginia's LLC law is the Virginia Limited Liability Company Act, Code of Virginia title 13.1 chapter 12, and what it requires an agreement to say is for that statute and your attorney. A Virginia company's agreement carries the same numbers as any other, the contribution schedule, the shares, the distribution after a reserve and the vote a decision needs, and the worksheet works them from your figures.