LLC Operating Agreement Template Washington State

1. Organization

This Washington operating agreement (Agreement) regarding (Company.Name) LLC (“Company”) is entered into by and among [Member1.FirstName][Member1.LastName], [Member2.FirstName][Member2.LastName] (“Members”) and is made and effective on (Formation.Date).

This Washington operating agreement (Agreement) regarding (Company.Name) LLC (“Company”) is entered into by and among [Member1.FirstName][Member1.LastName], [Member2.FirstName][Member2.LastName] (“Members”) and is made and effective on (Formation.Date).

Member Name: [Member1.FirstName][Member1.LastName]​

Member Address: [Member1.StreetAddress][Member1.City][Member1.State][Member1.PostalCode]​

Member Name:[Member2.FirstName][Member2.LastName]​

Member Address: [Member2.StreetAddress][Member2.City][Member2.State][Member2.PostalCode]​

1.1) On the Formation Date of this Company, the Members filed the Articles of Organization of the Company with the office of the Secretary of State of Washington following the Act.

1.2) The Name of the Company is (Company.Name), and the principal place of business is (Principle.Address). The Members can change the principal place of address or company name and add more business locations they deem necessary or desirable.

1.3) The Company is currently registered at {Registered.Address] with (Agent.Name) as the Registered Agent. This Registered Address and Agent shall be as filed in the Articles of Organization, but it may be changed from time to time by the Members filing for a new Agent or Address.

1.4) The purpose and business of this Company are to engage in the lawful Act and activity for which you may form an LLC business under the laws of Washington.

1.5) This Agreement remains valid until such a time the Members dissolve the Company according to the contract’s terms.

1.6) The Members execute, acknowledge, record, file, and publish certifications and documents this Agreement or the state of Washington requires on the Formation of this Company.

2. Definitions

The following terms, when capitalized, carry the below meanings:

“Act” – The Washington Limited Liability Company law, which others can amend occasionally.

“Affiliate” – Any person:

1. Directly/indirectly controlling others, under common controlled or controlled by another person in the Company.

2. Owning or controlling more than 10% of outstanding voting securities of another.

3. Who is a partner, officer, or director of such a person.

4. Who is an officer, partner, or director and any company for which they act in any capacity.

Concerning persons, it refers to any natural individual, organization, corporation, trust, legal entity, or unincorporated association.

“Code” – The Internal Revenue Code of 1986, as the government amends it occasionally, and the rulings and regulations issued under it.

3. Capitalization and Financing

The Agreement shows the Members’ capital contribution, which they should contribute at the Formation of the Company. Members are not entitled to interest on their capital contributions unless set forth expressly in this Agreement. No Member is obligated to make additional capital contributions without the written consent of all the Members.

4. Allocation of Net Income/Loss

Each fiscal year, the net income and loss of the Company shall be determined and allocated to each Member in proportion to the relative capital interest in the Company of each one. The below Members Schedule shows that allocation.

5. Distributions

The Members of this Agreement determine whether they distribute the funds annually or more frequently. They also determine the aggregate amounts these distributions are made in.

6. Company Expenses

The Company agrees to pay directly or reimburse any Member for all Company operation costs and expenses, should the Member complete it at their own cost.

7. Authority and Responsibility of Members

7.1) The Members have the right to manage the business and affairs of the Company as they see fit. The Members have complete authority, power, and discretion to control the business and manage the affairs and properties of the Company. Written consent from all Members is required for one to act.

7.2) The Members have the authority, powers, and rights transferred by the laws of Washington state and those appropriate to the management of the Company, which by way of illustration but not by way of limitation, includes the following:

7.2.1) Members can acquire, develop, rent, lease, operate, exchange, subdivide, sell, and otherwise dispose of Company property.

7.2.2) Members can borrow money in amounts and on terms they deem in the best interests of the Company.

7.2.3) Members can pledge, mortgage, or otherwise subject the Company property to any security devices they deem important. They can also acquire security devices or mortgage replacements and prepay, finance, increase, modify, extend, or consolidate any security device or mortgage.

7.2.4) Members can create and enter into contracts they deem necessary or required concerning the Company and its business. They can also enter into a contract of insurance the Member considers essential for the protection of other Members or the Company.

7.2.5) Employ persons in the operation and management of the business, regardless of whether these persons are affiliates.

7.2.6) Prepare or request statements, reports, and other relevant documentation to distribute to the other Members.

7.2.7) Open, deposit into, and maintain accounts created for the Company at banks, loan and savings associations, and money markets.

7.2.8) Create and revoke any of the elections the Code mentions.

7.2.9) Decide whether the accounting year is a calendar or fiscal year, as the Internal Revenue Services approves.

7.2.10) Determine the accounting method the Company uses.

7.2.11) Add to Company contracts that no personal liability shall be taken, as the Company assumes sole liability for any arrangements and the satisfaction thereof.

7.2.12) Lease any personal property to the Company for its use.

7.2.13) Members can establish financial reserves from the income as appropriate.

7.2.14) Members can initiate, settle, or defend legal actions linked to the Company.

7.2.15) Members can admit themselves as a Member and execute, acknowledge, and deliver instruments to effectuate the foregoing and take actions linked to the Company management.

7.3) This Agreement appoints (Name) as the “Tax Matters Partner,” for the purposes of the Code.

7.4) The Company indemnifies the Members, Affiliates, shareholders, directors, partners, officers, agents, employees, and assigns (“Covered Persons”) against expenses, fines, judgments, attorney fees, and settlement amounts reasonably incurred in connection with a Company request.

8. Assignment of Members’ Interest

Members may assign, sell, encumber, hypothecate, or otherwise transfer part or all of their Company interest, provided they have the prior written consent of the majority of the Membership Interests.

9. Records, Audits, and Reports

The Company must maintain records and accounts of operations and expenditures at its principal office, which includes copies of the following documents:

• Capital Contribution and current business or resident address of the Members.

• Articles of Organization, all its amendments, and its powers of attorney which executed these Articles.

• The federal, state, and local income tax, returns and reports for the last six taxable years.

• This Agreement, its amendments, and the powers of attorneys who executed it.

• Company financial statements for the previous six years.

• Books and records related to the internal affairs of the business for the past years.

10. Dissolution and Termination of Company

10.1) Upon a majority determination of the Membership Interests, the Company shall dissolve, terminate, and dispose of its assets.

10.2) Following the Members’ decision to terminate, the Members shall execute and file a Certificate of Dissolution as the laws of Washington and the Act requires. Once the Members complete the winding up of the affairs of the Company, they will file the Certificate of Cancellation of Articles of Organization.

10.3) The Members shall take full account of the assets and liabilities of the Company upon its termination. They will liquidate the assets as soon as possible while receiving a fair market price. They shall distribute the proceeds as follows:

10.3.1) Paying the outstanding creditors, including its Members, but excluding secured creditors who will be transferred or assumed upon liquidating the assets.

10.3.2) Setting up reserves as Washington law requires for contingent liabilities or obligations. Members must deposit said reserves with a bank or trust company using an escrow account for a reasonable period, at the end of which you distribute the reserve as per 10.3.

10.3.3) Amounts left over after completing sections 10.3.1 and 10.3.2 will be distributed to the Members.

11. Miscellaneous

11.1) The terms of this Agreement bind and inure to the benefit of the assigns, transferees, and successors of the Members.

11.2) Should a Washington state Court of Law declare any part of this Agreement void, the affected section shall sever from the Agreement, with the balance remaining in full force and effect.

11.3) Members must give any notices in writing, within (Days) days, and delivered using personal service or mailed to the registered address of each Member.

12. Agreement

Any amendment to this Agreement must be approved in writing by the majority determination of the Membership Interest and signed by all Members. The laws of Washington govern this document, with all aspects construed per the state of Washington. Should a dispute regarding this Agreement arise, the venue of any action, suit, or proceeding will be a court of competent jurisdiction in Washington State.

IN WITNESS WHEREOF, the undersigned parties execute this Washington Operating Agreement as of the date and year first written above.