North Dakota Multi-Member LLC Operating Agreement Form

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A North Dakota multi-member LLC operating agreement is a legal document that is designed for entities with more than one (1) member. The members will find that the document will guide the users in outlining the internal conduct, procedures, and policies of the company, among other important aspects of the business.

This state does not require any entity to complete and file this document to operate within the state. It is recommended that all businesses take the implementation of the document into consideration for the protection of the members who shall contribute to and manage the company. Without the document, the members will be left vulnerable in the event of litigious actions brought against the business. If this is the case, the members will be held responsible and could be ordered to liquidate personal assets, so that they may pay claims against them.

By implementing the document, all members are protected from the liabilities of the company and shall experience tax benefits they would not be entitled to without the document in place.

How to Write

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

Step 2 – Agreement – Provide the following:

  • A date in which the document shall become effective in mm/dd/yyyy format
  • All members full names

Step 3 – The Company – Submit the following information:

Formation –

  • The date of commencement – mm/dd/yyyy format
  • The name of the company
  • The name that shall be used in conducting the principal business

Name – Submit:

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

Office –

  • Enter the physical address that shall be maintained whereas the performance of the principal business shall be conducted

Registered Agent – Enter:

  • The name of the agent who had been initially registered (full name)
  • The registered address of the office where the business will be maintained

Term –

  • Enter the date of commencement –(mm/dd/yyyy)

Review the final two (2) titles as follows:

  • Names and Addresses of Members
  • Admission of Additional Members

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

  • 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 – including subsections 6.1 through 6.3
  • Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking – 7.1 through 7.4
  • Transfer of Membership Interest – 8.1 and 8.2 (and subsections 8.2.1 through 8.2.5) – and 8.4 (subsection 8.4.1)  – 8.5 (subsections 8.5.1 through 8.5.5)
  • Dissolution – Review 9.1 – subsections 9.1.1 through 9.1.4), 9.2 (and subsections 9.2.1 through 9.2.3)

Step 5 – General Provisions – Members must review the information 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 Acknowledgement – The members, must only submit signatures to all remaining documentation, before a Notary Public so that they may be effective –

  • Members must submit typed or printed names
  • Members must submit their respective signatures

Listing of Members – Schedule 1 – Provide the following information:

  • The company name at the top of the page
  • The date that the list shall become effective – dd/m/yy format
  • Members names
  • Member’s addresses
  • All members must print or type their names
  • Member’s signatures

Listing of Capital Contributions -Schedule 2 – Enter:

  • The name of the company, at the beginning of the page
  • Members respective names
  • All member’s contributions ($100.00 minimum required. No further obligation to provide future contributions)
  • The members’ percentages of interest
  • Date of the member’s signatures – (dd/m/yy)
  • Print or type member’s names
  • Enter the member’s signatures

Listing of Valuation of Members Interest – Schedule 3 – Submit the following:

  • The company name at the top of the document
  • Member’s names
  • The amount of the member’s Valuation Endorsement
  • Date of the member’s signatures in dd/m/yy format
  • Members must enter their signatures in service of a notary public

Step 7 – Notarization –

  • Once completed, the notary shall complete the remainder of the document with their information. The notary shall sign the document and affix their official seal

All members, once the document is completed, must retain a copy of the document in their private records.