Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
Preamble
This Professional Limited Liability Company Operating Agreement (hereinafter referred to as the 'Agreement') is made and entered into effective as of {{effective_date}}, by and among the undersigned Members (hereinafter referred to individually as 'Member' and collectively as 'Members') of {{pllc_name}} (hereinafter referred to as the 'Company'), a Professional Limited Liability Company organised under the laws of {{jurisdiction}}.
Company Formation and Purpose
2.1. Formation: The Company was formed on {{formation_date}} by filing Articles of Organisation with the appropriate authority in {{jurisdiction}}.
2.2. Name: The name of the Company is {{pllc_name}}.
2.3. Principal Office: The principal office of the Company shall be located at {{principal_office_address}}.
2.4. Registered Agent: The registered agent for service of process is {{registered_agent_name}} located at {{registered_agent_address}}.
2.5. Purpose: The purpose of the Company is to engage in the practice of {{profession}} and any other lawful business activities as determined by the Members from time to time.
Membership and Capital Contributions
3.1. Initial Members: The initial Members of the Company and their respective capital contributions are as set forth in Schedule A attached hereto.
3.2. Additional Contributions: No Member shall be required to make any additional capital contributions to the Company without their express written consent.
3.3. Capital Accounts: A capital account shall be maintained for each Member, reflecting their capital contributions, allocations of profit and loss, and distributions.
3.4. Admission of New Members: New Members may be admitted to the Company only upon the unanimous written consent of all existing Members and upon such terms and conditions as they may determine.
Management and Voting
4.1. Management Structure: The Company shall be managed by its Members.
4.2. Voting Rights: Each Member shall have voting rights proportionate to their percentage ownership interest in the Company, as set forth in Schedule A.
4.3. Member Meetings: Meetings of the Members shall be held at such times and places as determined by the Members. Notice of any meeting shall be given to all Members at least {{notice_days}} days in advance.
4.4. Quorum: A quorum for any meeting of the Members shall consist of Members holding at least {{quorum_percentage}}% of the total voting interests.
4.5. Action by Members: Except as otherwise provided in this Agreement or by law, all actions by the Members shall require the affirmative vote of Members holding a majority of the voting interests.
Allocations and Distributions
5.1. Profits and Losses: The net profits and net losses of the Company shall be allocated among the Members in proportion to their respective percentage ownership interests.
5.2. Distributions: Distributions of available cash may be made to the Members at such times and in such amounts as determined by the Members, in proportion to their respective percentage ownership interests.
Transfer of Membership Interests
6.1. Restrictions on Transfer: No Member shall transfer, assign, or encumber all or any part of their membership interest without the prior written consent of all other Members.
6.2. Right of First Refusal: If a Member desires to transfer their interest, they shall first offer it to the Company and then to the other Members, subject to the terms and conditions outlined in Schedule B.
Dissolution and Liquidation
7.1. Events of Dissolution: The Company shall be dissolved upon the occurrence of any of the following events: (a) the unanimous written consent of all Members; (b) the sale or disposition of all or substantially all of the Company's assets; or (c) as otherwise provided by law.
7.2. Liquidation: Upon dissolution, the Company shall be liquidated in an orderly manner, and the assets shall be distributed in the following order: (a) to creditors of the Company; (b) to repay any outstanding loans made by Members to the Company; and (c) to the Members in proportion to their positive capital account balances.
Miscellaneous Provisions
8.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of {{jurisdiction}}.
8.2. Entire Agreement: This Agreement constitutes the entire agreement among the Members concerning the Company and supersedes all prior agreements and understandings, whether written or oral.
8.3. Amendments: This Agreement may be amended only by a written instrument executed by all Members.
8.4. Notices: All notices required or permitted under this Agreement shall be in writing and delivered personally, by certified mail, or by email to the addresses specified herein. Fax: {{fax_number}}
Signatures
IN WITNESS WHEREOF, the undersigned Members have executed this Professional Limited Liability Company Operating Agreement as of the effective date first written above.
[Signature Block for each Member]
___________________________
{{member_name_1}}
Date: _______________
___________________________
{{member_name_2}}
Date: _______________
[Add more signature blocks as needed for additional members]
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