LLC Manager-Managed Operating Agreement

This is a template for an operating agreement for a manager-managed limited liability company (“LLC”). An operating agreement establishes the rights and responsibilities of the LLC and its members (i.e. owners).  If you have an LLC, you should have an operating agreement.

 

This template is intended to be a basic operating agreement for small businesses with more than one owner that is overseen by a manager (or team of managers) that the owners appoint. Rather than having all owners involved in the management and oversight of the business, this agreement contemplates that such day-to-day management will be delegated to the managers. 

 

This document also helps to establish the business as an entity separate from yourself  for liability purposes. It also makes sure you and the other owners are on the same page (if more than one owner), and outlines decision making and other important business processes. 

 

If your business falls under the definition of a restricted professional LLC in Pennsylvania, you should speak with an attorney about any additional edits that may be required. 

-Introductory page with key considerations and more information on how to use the template most efficiently 

 

-Contract template with comment boxes that explain the intricacies of a manager-managed LLC operating agreement, including  clauses that account for ownership percentages, electing and approving managers, manager decision making and compensation, member rights, adding and removing members, and other essential governing issues!

-A restaurant that has investors and then one or two managers who will run day to day

 

-A new company that is just one owner that is also a manager but might take on investors in the future

 

-A new company with multiple owners that are also managers but that might take on investors in the future

 

-A business with multiple owners who all are involved in general decision making, but appoint one manager to handle all general day to day management 

This template was drafted by a Pennsylvania licensed attorney under Pennsylvania laws. It may be used by individuals in other states but if you are located in another state, it may be beneficial to speak to an attorney licensed in your state for any specific considerations. Templates do not constitute specific legal advice or create an attorney-client relationship. If you have specific questions about how you should use the resource or about your unique situation, please speak with an attorney.