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Rhode Island Multi-Member LLC Operating Agreement Form

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The Rhode Island multi-member LLC operating agreement is a legal document that would be used specifically by entities that have more than one (1) contributing member. The document shall set forth all of the policies and operations procedures, to be unanimously agreed upon by all members. The document will also provide an outline of the duties and responsibilities of the respective, managing members.

The document is not prerequisite to conducting business within the state, however, it is a document that must be considered by the members. Completion of the document provides much needed protections over the private assets of the members. If the entity at any time, is presented with legal claims of any kind and the document has not been filed with the state, could place the members into the position of having to liquidate their personal, financial assets in order to satisfy claims against the business, if the courts should find in favor of the claimant. With the document in place, the business proper, shall remain responsible to satisfy the claims but all member’s assets shall remain protected. The document will also offer tax options that shall remain unavailable to any business who would fail to utilize the document.

Members should collectively review the entire document. Should there be any confusion with the language contained within the document, the members may wish to consider consultation with a knowledgeable attorney or law firm to assist with clarification of the information contained within the form and/or overall assistance with the completion and filing of the document.

How to Write

Step 1 – Submit the name of the company into the first line of the downloaded document

Step 2 –  The Agreement – Enter the following:

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

Step 3 – The Company – Provide the following information:

Formation –

  • The date of commencement of the agreement (mm/dd/yyyy)
  • The name of  the company
  • A name that will be used to conduct the principal business

Name – Submit:

  • The business name that shall be used to conduct company business
  • Purpose – Read the information

Office –

  • Provide the address that is maintained as a business location while conducting the principal of the business shall be maintained

Registered Agent – Provide:

  • The full name of the agent initially registered
  • The registered address of the office where the agent shall continuously maintain the business

Term –

  • Enter the commencement date in mm/dd/yy format

Read the titles:

  • Names and Addresses of Members
  • Admission of Additional Members

Step 4 – Titled Sections and Subsections– Members must review 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 – 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 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 and subsections 9.1.1 through 9.1.4, also 9.2 subsections 9.2.1 through 9.2.3

Step 5 – General Provisions – Review all information contained within 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

Signatures must be provided before a notary public:

  • Enter members typed or printed names
  • Members must provide their signatures

Listing of Members – Schedule 1 – Submit the following:

  • Enter the company name
  • The date that the list will be effective dd/mm/yy format
  • Member’s names
  • Member’s addresses
  • Type or print member’s names
  • The members’ signatures

Listing of Capital Contributions -Schedule 2 – Submit:

  • The name of the company at the top of the page
  • Member’s names
  • Member’s contribution
  • Members percentages of interest
  • Date the member’s signatures in dd/mm/yy format
  • Print or type member’s names
  • Member’s signatures

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

  • The name of  the company at the top of the page
  • Member’s names
  • The amount of the member’s Valuation Endorsement
  • Member’s signatures in dd/m/yy format
  • Date of the member’s signatures
  • Signatures must be applied in the presence of a notary

Step 7 – Notarization –

  • When the document is completed by the members and the notary public has witnessed all signatures, the notary will complete the needed information to acknowledge the member’s signatures and shall affix the official notary seal

The members must retain a copy of the document.