An Idaho multi-member LLC operating agreement is a legal document that is utilized by entities with more than one member. The document will allow the members to set forth the organization of the policies and standard operating procedures that would be agreed upon, unanimously, between the members/owners.
The state of Idaho does not require that the document be implemented, however, without the document in place, the members could be held personally liable in the event of litigation or any failure in the business. The document must be in place to protect the member’s personal and financial assets. As well, the document will offer tax benefits to the business and the members.
All members should carefully review the document entirely. If the document is not clear to all members, they may consider consulting with an attorney to gain clarification.
How to Write
Step 1 – Download the document – Provide the name of the company in the first line at the top of the document
Step 2 – The Agreement – Provide the following:
- Provide a date in which the document shall be effective in mm/dd/yyyy format
- Enter the names of all members
Step 3 – Company Organization – Members, review the following information:
Formation –
- Enter the effective date that the members enter into the agreement, in mm/dd/yyyy format
- Enter the company name
- Enter the name of the company that will be used to conduct the principal business
Name –
- Submit the name of the company that shall be used to conduct the principal business
- Purpose – Review the statement
Office –
- Provide a physical address where the company will reside and do business
Registered Agent –
- Submit the name of the agent who was initially registered
- Enter the registered physical address
Term –
- Submit the commencement date,in mm/dd/yyyy format
Review the final two titles, as follows:
- Names and Addresses of Members
- Admission of Additional Members
Step 4 – Titled Sections and Subsections – Members must carefully read all of the following sections and subsections:
- Capital Contributions – subsections 2.1 through 2.3
- Allocations of Profits and Losses; Distributions subsections 3.1 through 3.3
- Indemnification
- Powers and Duties of Managers, Section 5.1 – subsections 5.1.1 through 5.3
- Salaries, Reimbursement, and Payment of Expenses and subsections 6.1 through 6.3
- Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking – review subsections 7.1 through 7.4
- Transfer of Membership Interest – 8.1 and 8.2 subsections 8.2.1 through 8.2.5 – and, 8.4 subsections 8.4.1 and 8.5 – Death Buy Out – subsections 8.5.1 through 8.5.5
- Dissolution – Review 9.1 – subsections 9.1.1 through 9.1.4, also 9.2 and subsections 9.2.1 through 9.2.3
Step 5 – General Provisions – All members must review all of the information provided under the following titles:
- Amendments
- Governing Law
- Entire Agreement; Modification
- Attorney Fees
- Further Effect
- Severability
- Captions
- Notices
Step 6 – General Provisions – Members must review the information provided under the following titles:
- Amendments
- Governing Law
- Entire Agreement; Modification
- Attorney Fees
- Further Effect
- Severability
- Captions
- Notices
Step 6 – Additional Required Documents, All Member’s Signatures, Notarizations – Members must submit signatures to the remaining documentation, only while in the presence of a Notary Public –
- Print or type Member’s names
- Members must enter their signatures
Listing of Members – Schedule 1 –
- Enter the name of the company in the first line at the top of the page
- Enter the date that the member’s list is created, in dd/m/yy format
- Enter the names of all members
- Submit the addresses of all members
- Type or print each member’s name
- Members must submit their signatures
Listing of Capital Contributions -Schedule 2 –
- Submit the name of the company into the line at the top of the page
- Enter all members names
- Submit each member’s contribution ($100.00 minimum is required, there will be no further obligation to provide further contributions)
- Submit the member’s percentage of interest/ownership
- Submit the date of member’s signatures, in dd/m/yy format
- All members must print or type their names
- Members must enter their signatures
Listing of Valuation of Members Interest – Schedule 3 –
- Enter the name of the company, in the line at the top of the form
- Submit the member’s names
- Provide an amount indicating the member’s Valuation Endorsement
- Provide the date of member’s signatures, in dd/m/yy format
- Type or print the member’s names
- The members must enter their signatures
Step 7 – Notarization –
- Once the document has been completed by the members, the notary public shall complete the acknowledgment. The notary shall provide their signature and affix their official seal.
Copies must be made and distributed to each member for their respective record keeping.
