Maine Two Person Member Managed Limited Liability Company Operating Agreement

State:
Multi-State
Control #:
US-03468BG
Format:
Word; 
Rich Text
Instant download

Description

A Limited Liability Company (LLC) is a separate legal entity that can conduct business just like a corporation with many of the advantages of a partnership. It is taxed as a partnership. Its owners are called members and receive income from the LLC just as a partner would. There is no tax on the LLC entity itself. The members are not personally liable for the debts and obligations of the entity like partners would be. Basically, an LLC combines the tax advantages of a partnership with the limited liability feature of a corporation.


Management of an LLC is vested in its members. An operating agreement is executed by the members and operates much the same way a partnership agreement operates. Members may delegate authority to managers who run the LLC much the same way officers of a corporation would run a corporation. Profits and losses are shared according to the terms of the operating agreement.

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FAQ

What is a Multi-Member LLC Operating Agreement? A multi-member LLC operating agreement is a legal contract that outlines the agreed-upon ownership structure and sets forth the governing terms for a multi-member LLC. In addition, it sets clear expectations about each member's powers, roles, and responsibilities.

Without the operating agreement, your state might not acknowledge you as an LLC, which means someone could sue you without there being any shield to protect your personal assets. You've already put in the time and effort to form your LLC to get liability protection.

What should a multi-member operating agreement include? Affirms that the LLC has been formed by state laws and will conduct lawful business. Notes where key business information (such as member info and registered agent) can be found. Lists the events that can end the business (and how members can continue the LLC)

In Maine, an Operating Agreement must be entered into before, after, or during the time of filing for an LLC. This agreement can be written, oral, or even implied. In other words, it's a fairly lenient law, but it is still a requirement in Maine.

Here, Class A would be business-founding members with complete voting rights. Class B would also be founders, but perhaps they played a minor role and are thus given less voting power. Class C would be investors, which aren't given any voting power.

The multimember operating agreement is specially designed for LLCs with more than one owner. It is the only document that designates an LLC's owners and the percentage of the company they own. Both members should sign the operating agreement in the presence of a notary public.

An operating agreement should include the following: Percentage of members' ownership. Meeting provisions and voting rights. Powers and duties of members and management. Distribution of profits and losses. Tax treatment preference. A liability statement. Management structure. Operating procedures.

managed LLC is a business entity in which all members participate in the decisionmaking process. Each member has an equal right to manage the LLC's business, unless otherwise stated in the operating agreement. If a dispute arises, the vote of a majority generally rules.

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Maine Two Person Member Managed Limited Liability Company Operating Agreement