Fillable Printable Llc Operating Agreement Amendment Template

Llc Operating Agreement Amendment Template

SC-00LLC-1

LLC SAMPLE OPERATING AGREEMENT

This agreement is a sample operating

agreement and should be modified to meet

your needs. It provides for the LLC to be

operated by one or more managers OR by the

members.

You will have to decide how you want

your LLC to operate.

Read carefully and make appropriate changes

to suit your individual needs and purposes.

OPERATING AGREEMENT

______________________________________

A SOUTH CAROLINA LIMITED LIABILITY COMPANY

THIS OPERATING AGREEMENT ("Agreement") is entered into the ______ day of

_____________________, 20______, by and between the following persons:

1. _______________________________________________________________

2. _______________________________________________________________

3. _______________________________________________________________

4. _______________________________________________________________

hereinafter, ("Members" or “Parties”).

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby

acknowledged, the Parties covenant, contract and agree as follows:

ARTICLE I

FORMATION OF LIMITED LIABILITY COMPANY

1. Formation of LLC. The Parties have formed a South Carolina limited liability company

named ___________________________________________________ ("LLC"). The operation

of the LLC shall be governed by the terms of this Agreement and the applicable laws of the State

of South Carolina relating to the formation, operation and taxation of a LLC, including the South

Carolina Uniform Limited Liability Company Act (South Carolina Code of Laws, Title 33,

Chapter 44) hereinafter referred to as the "Act". To the extent permitted by the Act, the terms

and provisions of this Agreement shall control if there is a conflict between such Act and this

Agreement. The Parties intend that the LLC shall be taxed as a partnership. Any provisions of

this Agreement, if any, that may cause the LLC not to be taxed as a partnership shall be

inoperative.

2. Articles of Organization

. The Members acting through one of its Members,

_____________________________________, filed Articles of Organization, ("Articles") for

record in the office of the Secretary of State on _________________, 20____, thereby creating

the LLC.

3. Business

. The business of the LLC shall be to pursue any lawful business.

4. Registered Office and Registered Agent

. The registered office and place of business of

the LLC shall be ________________________________________________________________

and the registered agent at such office shall be __________________________________. The

Members may change the registered office and/or registered agent from time to time.

5. Duration. The LLC will commence business as of the date of filing and will continue in

perpetuity.

6. Fiscal Year

. The LLC's fiscal and tax year shall end December 31.

ARTICLE II

MEMBERS

7. Initial Members. The initial members, their initial capital contributions and their

percentage interest in the LLC are:

Initial Percentage Interest Capital

Members in LLC Contribution

________________________ _________________ ___________________

8. Additional Members. New members may be admitted only upon the consent of a

majority of the Members and upon compliance with the provisions of this agreement.

ARTICLE III

MANAGEMENT

9. Management. The Members have elected to manage the LLC as follows (check as

appropriate):

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 except

as otherwise provided in this Agreement.

The Members hereby delegate the management of the LLC to Manager(s), subject to

the limitations set out in this agreement.

a) The Members shall elect and may remove the Manager(s) by majority vote.

b) A Manager shall serve until a successor is elected by the Members.

c) The Manager(s) shall have the authority to take all necessary and proper actions

in order to conduct the business of the LLC.

d) Except for decisions concerning distributions, any Manager can take any

appropriate action on behalf of the LLC, including, but not limited to signing checks,

executing leases, and signing loan documents.

e) In determining the timing and total amount of distributions to the Members, the

action of the Manager shall be based on a majority vote of the Managers, with or without

a meeting.

f) The compensation to the Manager(s) shall be in the discretion of the majority of

the Members of the LLC.

g) There shall be _________ initial Managers.

h) The initial Manager(s) is/are:

_________________________________________________________

10. Officers and Relating Provisions

. In the event the Members elect to manage the LLC,

rather than appointing a manager, the Members shall appoint officers for the LLC and the

following provisions shall apply:

(a) Officers

. The officers of the LLC shall be members and shall consist of a

president, a treasurer and a secretary, or other officers or agents as may be elected and

appointed by the Members. A Member may hold more than one or all offices. The

officers shall act in the name of the LLC and shall supervise its operation under the

direction and management of the Members, as further described below.

(b) Election and Term of Office

. The officers of the LLC shall be elected annually by

the Members by a majority vote. Vacancies may be filled or new offices created and

filled at any meeting of the Members. Each officer shall hold office until his/her death,

until he/she shall resign, or until he/she is removed from office. Election or appointment

of an officer or agent shall not of itself create a contract right.

. Any officer or agent may be removed by a majority of the Members

whenever they decide that the best interests of the Company would be served thereby.

Such removal shall be without prejudice to the contract rights, if any, of the person so

removed.

(d) Vacancies

. A vacancy is any office because of death, resignation, removal,

disqualification or otherwise may be filled by the Members for the unexpired portion of

the term.

(e) President. The President shall be the chief executive officer of the LLC and shall

preside at all meetings of the Members. The President shall have such other powers and

perform such duties as are specified in this Agreement and as may from time to time be

assigned by the Members of the LLC.

(f) The Treasurer

. The Treasurer shall be the chief financial officer of the LLC. The

Treasurer shall not be required to give a bond for the faithful discharge of his/her duties.

The Treasurer shall: (i) have charge and custody of and be responsible for all funds and

securities of the LLC; (ii) in the absence of the President, preside at meetings of the

Members; (iii) receive and give receipts for moneys due and payable to the LLC from

any source whatsoever, and deposit all such moneys in the name of the LLC in such

banks, trust companies or other depositaries as shall be selected by the Members of the

LLC; and (iv) in general perform all the duties incident to the office of treasurer and such

other duties as from time to time may be assigned by the President or by the Members of

the LLC.

(g) Secretary

. The secretary shall: (i) keep the minutes of the Members meetings in

one or more books provided for that purpose; (ii) see that all notices are duly given in

accordance with the provisions of this Agreement or as required by law; (iii) be custodian

of LLC records; (iv) keep a register of the post office address of each Member; (v) certify

the Member’s resolutions; and other documents to the LLC as true and correct; (vi) in the

absence of the President and Treasurer, preside at meetings of the Members and (vii) in

general perform all duties incident to the office of secretary and such other duties as from

time as may be assigned by the President or the Members.

11. 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) incur debt, expend funds, or otherwise obligate the LLC if the debt, expenditure, or

other obligation exceeds $_____________________.

ARTICLE IV

CONTRIBUTIONS, PROFITS, LOSSES, AND DISTRIBUTIONS

12. Interest of Members. Each Member shall own a percentage interest (sometimes referred

to as a share) in the LLC. The Member’s percentage interest shall be based on the amount of

cash or other property that the Member has contributed to the LLC and that percentage interest

shall control the Member’s share of the profits, losses, and distributions of the LLC.

13. Contributions

. The initial contributions and initial percentage interest of the Members

are as set out in this Agreement.

14. Additional Contributions

. Only a majority of the Members of the LLC may call on the

Members to make additional cash contributions as may be necessary to carry on the LLC's

business. The amount of any additional cash contribution shall be based on the Member's then

existing percentage interest. To the extent a Member is unable to meet a cash call, the other

Members can contribute the unmet call on a pro rata basis based on the Members' percentage

interests at that time, and the percentage interest of each Member will be adjusted accordingly.

15. Record of Contributions/Percentage Interests

. This Agreement, any amendment(s) to this

Agreement, and all Resolutions of the Members of the LLC shall constitute the record of the

Members of the LLC and of their respective interest therein.

16. Profits and Losses

. The profits and losses and all other tax attributes of the LLC shall be

allocated among the Members on the basis of the Members' percentage interests in the LLC.

17. Distributions

. Distributions of cash or other assets of the LLC (other than in dissolution

of the LLC) shall be made in the total amounts and at the times as determined by a majority of

the Members. Any such distributions shall be allocated among the Members on the basis of the

Members' percentage interests in the LLC.

18. Change in Interests

. If during any year there is a change in a Member's percentage

interest, the Member's share of profits and losses and distributions in that year shall be

determined under a method which takes into account the varying interests during the year.

ARTICLE V

VOTING; CONSENT TO ACTION

19. Voting by Members. Members shall be entitled to vote on all matters which provide for a

vote of the Members in accordance with each Member’s percentage interest.

20. Majority Required

. Except as otherwise provided and delegated to the Officers or

Managers, a majority of the Members, based upon their percentage ownership, is required for

any action.

21. Meetings - Written Consent

. Action of the Members or Officers may be accomplished

with or without a meeting. If a meeting is held, evidence of the action shall be by Minutes or

Resolution reflecting the action of the Meeting, signed by a majority of the Members, or the

President and Secretary. Action without a meeting may be evidenced by a written consent

signed by a majority of the Members, or the President and Secretary.

22. Meetings

. Meetings of the Members may be called by any Member owning 10% or more

of the LLC, or, if Managers were selected, by any Manager of the LLC, or if Officers were

elected, by any officer.

23. Majority Defined

. As used throughout this agreement the term “Majority” of the

Members shall mean a majority of the ownership interest of the LLC as determined by the

records of the LLC on the date of the action.

ARTICLE VI

DUTIES AND LIMITATION OF LIABILITY MEMBERS, OFFICERS, AND PERSONS

SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION

24. Duties of Members: Limitation of Liability. The Members, Managers and officers shall

perform their duties in good faith, in a manner they reasonably believe to be in the best interests

of the LLC, and with such care as an ordinarily prudent person in a like position would use under

similar circumstances. No Member or officer, by reason of being or having been a Member or

officer, shall be liable to the LLC or to any other Member or officer for any loss or damage

sustained by the LLC or any other Member or officer unless the loss or damage shall have been

the result of fraud, deceit, gross negligence, willful misconduct, or a wrongful taking by that

Member or officer.

25. Members Have No Exclusive Duty to LLC

. The Members shall not be required to

participate in the LLC as their sole and exclusive business. Members may have other business

interests and may participate in other investments or activities in addition to those relating to the

LLC. No Member shall incur liability to the LLC or to any other Member by reason of

participating in any such other business, investment or activity.

26. Protection of Members and Officers

(a) As used herein, the term “Protected Party” refers to the Members and officers of

the Company.

(b) To the extent that, at law or in equity, a Protected Party has duties (including

fiduciary duties) and liabilities relating thereto to the LLC or to any other Protected Party,

a Protected Party acting under this Agreement shall not be liable to the LLC or to any

other Protected Party for good faith reliance on:

 the provisions of this Agreement;

 the records of the LLC; and/or

 such information, opinions, reports or statements presented to the LLC by any person

as to matters the Protected Party reasonably believes are within such other person’s

professional or expert competence and who has been selected with reasonable care by

or on behalf of the LLC.

liabilities of a Protected Party to the LLC or to any other Protected Party otherwise

existing at law or in equity, are agreed by the parties hereto to replace such other duties

and liabilities of such Protected Party.

27. Indemnification and Insurance

(a) Right to Indemnification

(i) Any person who is or was a member or officer of the LLC and who is or

may be a party to any civil action because of his/her participation in or with the

LLC, and who acted in good faith and in a manner which he/she reasonably

believed to be in, or not opposed to, the best interests of the LLC may be

indemnified and held harmless by the LLC.

(ii) Any person who is or was a member or officer of the LLC and who is or

may be a party to any criminal action because of his/her participation in or with

the LLC, and who acted in good faith and had reasonable cause to believe that the

act or omission was lawful, may be indemnified and held harmless by the LLC.

(b) Advancement of Expenses

. Expenses (including attorney’s fees) incurred by an

indemnified person in defending any proceeding shall be paid in advance of the

proceedings conclusion. Should the indemnified member or officer ultimately be

determined to not be entitled to indemnification, that member or officer agrees to

immediately repay to LLC all funds expended by the LLC on behalf of the member or

officer.

. The right to indemnification and payment of fees and

expenses conferred in this section shall not be exclusive of any right which any person

may have or hereafter acquire under any statute, provision of this Agreement, contract,

agreement, vote of Members or otherwise. The Members and officers are expressly

authorized to adopt and enter into indemnification agreements for Members and officers.

(d) Insurance

. The Members shall cause the LLC to purchase and maintain insurance

for the LLC, for its Members and officers, and/or on behalf of any third party or parties

whom the members might determine should be entitled to such insurance coverage.

(e) Effect of Amendment

. No amendment, repeal or modification of this Article shall

adversely affect any rights hereunder with respect to any action or omission occurring

prior to the date when such amendment, repeal or modification became effective.

ARTICLE VII

MEMBERS INTEREST TERMINATED

28. Termination of Membership. A Member’s interest in the LLC shall cease upon the

occurrence of one or more of the following events:

a. A Member provided notice of withdrawal to the LLC thirty (30) days in advance of

the withdrawal date. Withdrawal by a Member is not a breach of this Agreement

b. A Member assigns all of his/her interest to a qualified third party.

c. A Member dies.

d. There is an entry of an order by a court of competent jurisdiction adjudicating the

Member incompetent to manage his/her person or his/her estate.

e. In the case of an estate that is a Member, the distribution by the fiduciary of the

estate's entire interest in the LLC.

f. A Member, without the consent of a majority of the Members: (1) makes an

assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3)

is adjudicated a bankrupt or insolvent; (4) files a petition or answer seeking for

himself any reorganization, arrangement, composition, readjustment, liquidation,

dissolution, or similar relief under any statute, law or regulation; (5) files an answer

or other pleading admitting or failing to contest the material allegations of a petition

filed against him in any proceeding of the nature described in this paragraph; (6)

seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or

liquidator of the Member or of all or any substantial part of his properties; or (7) if

any creditor permitted by law to do so should commence foreclosure or take any other

action to seize or sell any Member's interest in the LLC.

g. If within one hundred twenty (120) days after the commencement of any action

against a Member seeking reorganization, arrangement, composition, readjustment,

liquidation, dissolution, or similar relief under any statute, law, or regulation, the

action has not been dismissed and/or has not been consented to by a majority of the

members.

h. If within ninety (90) days after the appointment, without a member’s consent or

acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any

substantial part of the member’s properties, said appointment is not vacated or within

ninety (90) days after the expiration of any stay, the appointment is not vacated

and/or has not been consented to by a majority of the members.

29. Effect of Dissociation

. Any dissociated Member shall not be entitled to receive the fair

value of his LLC interest solely by virtue of his dissociation. A dissociated Member that still

owns an interest in the LLC shall be entitled to continue to receive such profits and losses, to

receive such distribution or distributions, and to receive such allocations of income, gain, loss,

deduction, credit or similar items to which he would have been entitled if still a Member. For all

other purposes, a dissociated Member shall no longer be considered a Member and shall have no

rights of a Member.

ARTICLE VIII

RESTRICTIONS ON TRANSFERABILITY OF LLC INTEREST;

SET PRICE FOR LLC INTEREST

30. LLC Interest. The LLC interest is personal property. A Member has no interest in

property owned by the LLC.

31. Encumbrance. A Member can encumber his LLC interest by a security interest or other

form of collateral only with the consent of a majority of the other Members. Such consent shall

only be given if the proceeds of the encumbrance are contributed to the LLC to respond to a cash

call of the LLC.

32. Sale of Interest

. A Member can sell his LLC interest only as follows:

(a) If a Member desires to sell his/her interest, in whole or in part, he/she shall give

written notice to the LLC of his desire to sell all or part of his/her interest and must first

offer the interest to the LLC. The LLC shall have the option to buy the offered interest at

the then existing Set Price as provided in this Agreement. The LLC shall have thirty (30)

days from the receipt of the assigning Member's notice to give the assigning Member

written notice of its intention to buy all, some, or none of the offered interest. The

decision to buy shall be made by a majority of the other Members. Closing on the sale

shall occur within sixty (60) days from the date that the LLC gives written notice of its

intention to buy. The purchase price shall be paid in cash at closing unless the total

purchase price is in excess of $_______________ in which event the purchase price shall

be paid in __________ (____) equal quarterly installments beginning with the date of

closing. The installment amounts shall be computed by applying the following interest

factor to the principal amount: interest compounded quarterly at the Quarterly Federal

Short-Term Rate existing at closing under the Applicable Federal Rates used for purposes

of Internal Revenue Code § 1 274(d), or any successor provision.

(b) To the extent the LLC does not buy the offered interest of the selling Member, the

other Members shall have the option to buy the offered interest at the Set Price on a pro

rata basis based on the Members' percentage interests at that time. If Member does not

desire to buy up to his/her proportional part, the other Members can buy the remaining

interest on the same pro rata basis. Members shall have fifteen (15) days from the date

the LLC gives its written notice to the selling Member to give the selling Member notice

in writing of their intention to buy all, some, or none of the offered interest. Closing on

the sales shall occur within sixty (60) days from the date that the Members give written

notice of their intention to buy. The purchase price from each purchasing Member shall

be paid in cash at closing.

Member can then assign the interest to a non-member. The selling Member must close

on the assignment within ninety (90) days of the date that he gave notice to the LLC. If

he does not close by that time, he must again give the notice and options to the LLC and

the LLC Members before he sells the interest.

(d) The selling Member must close on the assignment within ninety (90) days of the date

that he gave notice to the LLC. If he does not close by that time, he must again give the

notice and options to the LLC and the LLC Members before he sells the interest.

(e) A non-member purchaser of a member’s interest cannot exercise any rights of a

Member unless a majority of the non-selling Members consent to him becoming a

Member. The non-member purchaser will be entitled, however, to share in such profits

and losses, to receive such distributions, and to receive such allocation of income, gain,

loss, deduction, credit or similar items to which the selling member would be entitled, to

the extent of the interest assigned, and will be subject to calls for contributions under the

terms of this Agreement. The purchaser, by purchasing the selling member’s interest,

agrees to be subject to all the terms of this Agreement as if he were a Member.

33. Set Price

. The Set Price for purposes of this Agreement shall be the price fixed by

consent of a majority of the Members. The Set Price shall be memorialized and made a part of

the LLC records. The initial Set Price for each Member's interest is the amount of the Member's

contribution(s) to the LLC as provided above, as updated in accordance with the terms hereof.

Any future changes in the Set Price by the Members shall be based upon net equity in the assets

of the LLC (fair market value of the assets less outstanding indebtedness), considering the most

recent appraisal obtained by the LLC for its assets, as may be adjusted by the Members in their

discretion. The initial Set Price shall be adjusted upon demand by a Member but not more than

once a year unless all Members consent. This basis for determining the Set Price shall remain in

effect until changed by consent of a majority of the Members. The Members will consider

revising the basis for determining the Set Price at least annually.

ARTICLE IX

OBLIGATION TO SELL ON A DISSOCIATION

EVENT CONCERNING A MEMBER

34. Dissociation. Except as otherwise provided, upon the occurrence of a dissociation event

with respect to a Member, the LLC and the remaining Members shall have the option to purchase

the dissociated Member's interest at the Set Price in the same manner as provided in ARTICLE

VIII and as if the dissociated Member had notified the LLC of his desire to sell all of his LLC

interest. The date the LLC received the notice as provided in ARTICLE VIII triggering the

options shall be deemed to be the date that the LLC receives actual notice of the dissociation

event.

ARTICLE X

DISSOLUTION

35. Termination of LLC. The LLC will be dissolved and its affairs must be wound up only

upon the written consent of a majority of the Members.

36. Final Distributions

. Upon the winding up of the LLC, the assets must be distributed as

follows: (a) to the LLC creditors; (b) to Members in satisfaction of liabilities for distributions;

and (c) to Members first for the return of their contributions and secondly respecting their LLC

interest, in the proportions in which the Members share in profits and losses.

ARTICLE XI

TAX MATTERS