Syndicate Legal Advisory Services prepares custom operating agreements for limited liability companies in any U.S. state, whether as the original agreement adopted at formation, as an agreement for an existing LLC that has been operating without one or under a generic form, as amendments to an agreement already in force, or as an amended and restated agreement that replaces an outdated or accumulated set with a single current document. The operating agreement is the document that defines an LLC: it allocates ownership, capital, profit, loss, and distributions among the members, sets who manages and what requires member approval, governs transfers and exits, and — because the LLC statutes defer almost entirely to it — supplies every answer that the statute’s default rules would otherwise supply in ways the members rarely intend. Working from the client’s answers to a structured intake and from the company’s articles and existing records, we draft an agreement written for the company’s specific ownership, management, and economic arrangement and consistent with its articles, its tax classification, the governing statute, and any lender, investor, licensing, or industry requirements that apply, together with the approvals that adopt it and the records that reflect it. State filing fees, where an amendment also requires a charter filing, and other third-party charges are not included in the flat fee and are the sole responsibility of the client.
Scope of work includes:
Structure planning and intake — a structured intake and written summary confirming the company’s state and the provisions of its articles the agreement must conform to; the members, their contributions (cash, property, services, or promised contributions), and their percentage or unit interests; whether the company is single-member or multi-member and member-managed or manager-managed; the tax classification (disregarded entity, partnership, S corporation, or C corporation) and its consequences for the agreement’s economic provisions; the economic arrangement — allocations, distributions, preferred returns, tax distributions, and any promote or carried interest; the management and consent structure; the transfer, exit, and buy-sell expectations; any lender, investor, franchisor, licensing-board, or regulatory requirements; and the practical problems — a departing member, a deadlock, an unclear manager authority, a family or marital contingency — the client wants the agreement to solve.
Review of existing documents — review of the articles and amendments, the current operating agreement and its amendment history where one exists, any side letters, buy-sell, or investor agreements, prior consents, and the statute, with a written summary of inconsistencies, unenforceable or obsolete provisions, provisions the statute does not permit the agreement to alter, and the provisions the client’s objectives require.
Custom operating agreement — drafting of the agreement in full, addressing: formation, name, purpose, term, and principal office; the members and their classes, the membership interest or unit ledger, and the issuance of additional interests with any pre-emptive rights; capital contributions, additional contributions and capital calls, default remedies, member loans, and the prohibition on interest and withdrawal of capital; capital accounts and the allocation of profits, losses, and tax items, with the regulatory allocation provisions (qualified income offset, minimum gain chargeback, and the like) for a partnership-taxed company and the single-class safeguards for an S corporation; distributions — operating distributions, tax distributions, the waterfall where classes or preferred returns exist, and the limits the statute imposes; management — the authority of members or managers, the appointment, term, removal, and replacement of managers, officers and their authority, the matters requiring member approval and the vote required for each, meetings, notice, quorum, written consents, and remote participation; fiduciary duties and their modification to the extent the state permits, the standard of care, outside activities and corporate opportunities, and interested-party transactions; exculpation, indemnification, and advancement; books, records, accounting method, bank accounts, and member information rights; transfer restrictions, rights of first refusal and first offer, permitted transfers to family trusts and affiliates, the rights of a transferee who is not admitted, and drag-along and tag-along rights; buy-sell provisions on death, disability, divorce, bankruptcy, charging order, withdrawal, retirement, or termination of employment, with the valuation method, payment terms, and funding by insurance where used; deadlock resolution for two-member and evenly divided companies; the admission and withdrawal of members; confidentiality, non-competition, and non-solicitation covenants where wanted and enforceable; dissolution, winding up, and the liquidation waterfall; tax matters, including the partnership representative or S-corporation safeguards and the elections the company will make; dispute resolution, governing law, and the amendment procedure. A single-member agreement is drafted to document the separateness of the company from its owner, to provide for the owner’s incapacity and succession, and to anticipate the admission of a second member. For a series LLC, professional LLC, or regulated-industry LLC, the agreement adds the provisions those forms require.
Adoption and approvals — for an original agreement, the written consent of the members adopting it; for an agreement replacing a prior one or an amendment, the member approval by the vote the existing agreement or the statute requires, the manager approval where applicable, the joinder or consent of any member whose rights are changed, and the spousal consents where community-property rules apply; and, where a change requires a corresponding amendment to the articles, the coordination with the firm’s certificate-of-amendment service.
Conforming documents — the updated membership interest ledger and certificates where used, the buy-sell funding documents (insurance assignments or escrow instructions) where the agreement relies on them, the manager and officer appointment confirmations, the conforming amendments to any side letters or investor agreements, and the notifications to lenders, landlords, insurers, and licensing boards whose consents or notice the change requires.
Post-adoption records and compliance — the record book entry of the adopted agreement superseding the prior one, the retirement of the prior agreement to an archive section, the compliance calendar entries the agreement creates (annual member consents, tax-distribution dates, capital-call procedures, valuation updates for the buy-sell, and the review of buy-sell funding), and a one-page summary of the governance and economic mechanics the members and managers should follow.
Deliverable: a complete, indexed operating agreement file (electronic and hard copy) containing the written summary of the review, the executed operating agreement or amended and restated agreement, the adopting consents and approvals, the conforming documents and updated ledger, and the compliance calendar, with a signature-ready version of each document for execution by the members and managers.