Structure
The Michigan Operating Agreement form is a crucial document for anyone looking to establish a limited liability company (LLC) in the state of Michigan. This agreement outlines the management structure, responsibilities, and operational procedures of the LLC, ensuring that all members are on the same page. Key aspects of the form include the identification of members, capital contributions, profit and loss distribution, and decision-making processes. Additionally, the agreement addresses how to handle disputes and the procedure for adding or removing members. By clearly defining these elements, the Operating Agreement helps protect the interests of all parties involved, providing a solid foundation for the business. It is not just a formality; it is an essential tool for successful business operations in Michigan.
Form Example
Michigan Operating Agreement Template
This Operating Agreement, referred to herein as the "Agreement," is entered into on __________ (the "Effective Date"), by and among the members listed in Exhibit A, attached hereto and made a part hereof (each a "Member" and collectively, the "Members"), of __________ (the "Company"). The Company is organized as a Limited Liability Company ("LLC") under and pursuant to the Michigan Limited Liability Company Act (the "Act"). The Members agree to the following terms and conditions:
Article I: Formation
The Company was formed as a Michigan Limited Liability Company by filing the Articles of Organization with the Michigan Department of Licensing and Regulatory Affairs on __________. The Members agree to be bound by the terms of this Agreement and the Act. The Company's principal place of business shall be __________, or such other place as the Members may from time to time designate.
Article II: Purpose
The purpose of the Company is to engage in any lawful act or activity for which a Limited Liability Company may be organized under the Act.
Article III: Duration
The Company commenced upon the filing of the Articles of Organization and shall continue in existence perpetually, unless dissolved in accordance with this Agreement or as provided by law.
Article IV: Membership
Membership in the Company shall consist of the persons listed in Exhibit A. Additional Members may be admitted to the Company only upon unanimous consent of the existing Members and in accordance with the terms and conditions set forth in this Agreement.
Article V: Capital Contributions
The initial capital contributions to be made by each Member are listed in Exhibit B, attached hereto. Members have no obligation to contribute additional capital to the Company but may do so upon mutual agreement.
Article VI: Distributions
Distributions shall be made to the Members at the times and in the amounts as the Members shall determine. Each Member’s share of profits and losses shall be determined according to their respective percentage of ownership in the Company.
Article VII: Management
The management of the Company shall be vested in the Members. Decisions shall be made by a majority vote of the Members unless otherwise required by this Agreement or the Act.
Article VIII: Amendments
This Agreement may be amended only by the written consent of all Members.
Article IX: Dissolution
The Company may be dissolved upon the written consent of all Members or as otherwise provided by law. Upon dissolution, the Company’s assets shall be liquidated and distributed according to the Act.
Exhibit A: Members
The following are the initial Members of the Company:
- Member Name: __________
- Address: __________
- Email: __________
- Phone Number: __________
- Percentage of Ownership: __________%
Exhibit B: Initial Capital Contributions
Initial capital contributions made by each Member are as follows:
- Member Name: __________
- Amount: $__________
IN WITNESS WHEREOF, the Members have executed this Operating Agreement as of the Effective Date first above written.
Member Signature: __________
Date: __________
Document Properties
| Fact Name | Details |
|---|---|
| Purpose | The Michigan Operating Agreement outlines the management structure and operating procedures for a Limited Liability Company (LLC). |
| Governing Law | The agreement is governed by the Michigan Limited Liability Company Act, Act 23 of 1993. |
| Flexibility | Members have the flexibility to customize the agreement to suit their specific needs and preferences. |
| Member Roles | The agreement typically defines the roles and responsibilities of each member within the LLC. |
| Profit Distribution | It specifies how profits and losses will be allocated among members, which can differ from ownership percentages. |
| Amendments | Members can include provisions for how the agreement can be amended in the future. |
| Dispute Resolution | It often outlines procedures for resolving disputes among members, promoting smoother operations. |
| Legal Requirement | While not legally required, having an Operating Agreement is highly recommended for LLCs in Michigan. |
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