Michigan Multi-Member LLC Operating Agreement Form

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A Michigan multi-member LLC operating agreement is a legal document that would be used specifically by companies that will have more than one person who will be a contributing, managing member of the entity. The document is designed to assist members in the establishment of company policies and standard operating procedures. The document will also collect various types of information with regard to the member to prove that the members are, in fact, owners of the company.

The state of Michigan does not require businesses, that operate inside of the state, to possess this document. This stated, should the members decline to complete and file the document, the members will place protections provided by this document, over the member’s respective financial and personal assets. They will also bypass the tax benefits that would only be available to companies who file the document with the state.

Members should consider a careful review of the entire document prior to completion. If all members are confident that they are in complete understanding of the language within the document, they should proceed. If not, however, the members may choose to collectively consult with an attorney to ensure clarity and acquire legal assistance if needed.

How to Write

Step 1 – Download the document and submit the company name in the first line of the document

Step 2 – The Agreement –

  • Submit the date making the document would become effective (mm/dd/yyyy)
  • Enter member’s names

Step 3 – Company Organization – Members, review the following titles. Submit any requested, information:

Formation –

  • Submit the effective commencement date (mm/dd/yyyy)
  • Enter the company name
  • Submit the name that shall be used for the which the principal of the business shall be conducted

Name –

  • Enter the name that will be used to conduct the company’s business
  • Purpose – Review the statement

Office –

  • Submit the physical address to be maintained whereas the perform the principal of the business

Registered Agent –

  • Enter the full name of the agent who had been initially registered
  • Submit the registered, physical address of the office

Term –

  • Enter the date when the company’s business shall commence – mm/dd/yyyy

Read the final two titles in this section as follows:

  • Names and Addresses of Members
  • Admission of Additional Members

Step 4 – Titled Sections and All Subsections – The members must review the sections and subsections as follows:

  • Capital Contributions (subsections 2.1 through 2.3)
  • Allocations of Profits and Losses;Distributions (review subsections 3.1 through 3.3)
  • Indemnification
  • Powers and Duties of Managers, Section 5.1 ( read 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 (subsections 7.1 through 7.4)
  • Transfer of Membership Interest – 8.1 and 8.2 (subsections 8.2.1 through 8.2.5) – as well, 8.4 (subsection 8.4.1) and 8.5 (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 – The 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 Documents, Member’s Signatures and Notarization(s) – All members, must only submit signatures to the remaining documentation, in the presence of a Notary Public so that they may be effective –

  • Members must provide printed or typed names
  • The Members shall enter their signatures (respectively)

Listing of Members – Schedule 1 –

  • Enter the name of the company at the top of the page
  • Enter a date in which the list shall become effective in dd/m/yy format
  • List the names of all members
  • Enter physical addresses for all members
  • Member’s typed or printed names must be submitted
  • Member’s must apply signatures

Listing of Capital Contributions -Schedule 2 –

  • Enter the name of the company at the top of the page
  • Submit all member’s names
  • Provide each member’s contribution (A $100.00 minimum shall be required with no further obligation to offer any future contribution)
  • Enter each member’s percentage of interest
  • Submit the date of the member’s signatures – (dd/m/yy)
  • Print or type member’s names in the lines provided
  • The members must provide signatures

Listing of Valuation of Members Interest – Schedule 3 –

  • Provide the name of the company in the first line of the document
  • Provide member’s names
  • Submit the amount, to indicate the member’s Valuation Endorsement
  • Date members signatures, in dd/m/yy format
  • Submit the member’s printed or typed names
  • Member’s must place their signatures into the lines provided

Step 7 – Notarization –

  • Once the notary public has witnessed and recorded member’s signatures, the notary will complete the remaining, required information.  The notary must then submit signature and affix the necessary notary seal for acknowledgement

After the document has been completed all member’s must receive a copy of the document to maintain with their personal records.