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LLC Operating Agreement Template

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The Colorado multi-member LLC operating agreement is an agreement that is used to establish an entity with the approval of a member-managed company or business that has more than only one member. The document shall provide guidance to the members to an end agreement regarding operations, procedural steps, member contribution, percentage of interest and other important aspects of the business that require member agreement. The document will offer protections, keeping the members’ personal assets, separated and therefore secure and untouchable in the event of litigation and/or bankruptcy.

The document is a requirement by the state of Colorado if a business would like to operate within the confines of the state. The form will require completion and filing and will therefore be charged for processing.

All members must review the document. If any member finds that they aren’t clear with regard to the presentation of the legalese of the document, they may wish to consider a consultation with an attorney to be certain that they fully understand the depth of what the membership shall require pertaining to obligations and responsibilities of the managing members.

How to Write

Step 1 – Once the document has been downloaded, enter the name of the company at the top of the document.

Step 2 – The Agreement – Enter the following:

• The effective date of the document in mm/dd/yyyy format
• Submit the full names of all members

Step 3 – Company Information – Provide all required information:

Formation –

• Enter the date in which the document shall become effective in mm/dd/yyyy format
• Enter the name of the company
• Read the remainder of the paragraph

Name –

• Submit the name of the business in which the company shall be conducted

Purpose –

• Review the statement

Office –

• Record the address, in the line provided, where the principal business office shall reside within the state

Registered Agent –

• Submit the full name of the agent who was initially registered
• Enter the address to the registered office

Term –

• Enter the date of commencement of the company in mm/dd/yyyy format
• Proceed by careful review of the following titles:
• Names and Addresses of Members
• Admission of Additional Members

Step 4 – Capital Contributions – All members must read the following:

• Initial Contributions
• Additional Contributions
• No Interest on Capital Contributions

Step 5 – Indemnification –

• This section must be carefully read and understood by all members

Step 6 – Powers and Duties of Managers – The members must review the following, to include all subsections:

• Management of Company (subsections 5.1.1 through 5.3

Step 7 – Salaries, Reimbursement, and Payment of Expenses

• Read subsections 6.1 through 6.3

Step 8 – Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking –

• Members must read subsections 7.1 through 7.4

Step 9 – Transfer of Membership Interest – All members must read the following sections and subsections as follows:

• 8.1 State of Encumbrance Prohibited
• 8.2 Right of First Refusal (Subsections 8.2.1 through 8.2.5)
• 8.4 Death, Incompetency or Bankruptcy of Member (subsection 8.4.1)
• 8.5 Death Buy Out (Subsections 8.5.1 through 8.5.6)
• 9.1 Dissolution and Winding Up of the Company (subsections 9.1.1 through 9.1.1)
• 9.2 Winding Up (subsections 9.2.1 through 9.2.3

Step 10 – General Provisions – All members, must carefully review all remaining titled sections as follows:

• Amendments
• Governing Law
• Entire Agreement; Modification
• Attorney Fees
• Further Effect
• Severability
• Captions
• Notices

Step 11 – Member’s Signatures – All members must be in the presence of a notary public for all of the signatures to be applied to the remaining documents –

• Members must type or print their names (respectively)
• After each member’s name, they must provide their signatures

Step 12 – Listing of Members – Schedule 2 –

• Enter the name of the company at the top of the page
• Submit  the date in which the listing is created in dd/m/yy format
• Provide the name of each member
• Provide each member’s address
• AND
• Enter each member’s printed or typed name
• Each member must then enter their signature

Step 13 – Listing of Capital Contributions – Schedule 2

• Enter the name of the company into the line at the top of the page
• Enter the name of each member
• Enter the dollar amount of each member’s contribution (the minimum contribution is $100.00 with no further obligatory contributions required)
• Enter the percentage of each member’s ownership in the company
• Provide the date in which the signatures are entered
• Type or print the name of all members (respective)
• All members must provide their signatures

Step 14 – Listing of Valuation of Members Interest – Schedule 3

• Submit the name of the company at the top of the listing page
• Provide the names of all members in the lines provided
• Submit each member’s Valuation Endorsement (in U.S. Dollars)
• Submit the date in which the members shall provide a signature to the document in dd/m/yy format
• Each member must type or print their name
• Enter each member’s signature in agreement

Step 15 – Notary Acknowledgement –

• After the document has been carefully reviewed by all members the Notary Public will record and witness all members signatures to all signature locations. The notary shall then complete the notary section of the document. They shall provide their signature and affix their seal or stamp in acknowledgment.