Valid  Operating Agreement Template for Washington

Valid Operating Agreement Template for Washington

The Washington Operating Agreement form is a legal document that outlines the management structure and operational procedures of a limited liability company (LLC) in Washington State. This agreement serves as a crucial framework for members, detailing their rights, responsibilities, and the rules governing the business. By establishing clear guidelines, the Operating Agreement helps prevent misunderstandings and disputes among members.

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When forming a limited liability company (LLC) in Washington, one of the essential documents you will need is the Operating Agreement. This form outlines the internal workings of your LLC, establishing the roles and responsibilities of members, as well as the management structure. It addresses key aspects such as profit distribution, decision-making processes, and procedures for adding or removing members. By clearly defining these elements, the Operating Agreement helps prevent misunderstandings and disputes among members. Additionally, it can outline how the company will handle dissolution, should that become necessary. Having a well-drafted Operating Agreement not only provides clarity but also strengthens the credibility of your business in the eyes of banks and potential investors.

Washington Operating Agreement Sample

Washington Operating Agreement Template

This Operating Agreement is made as of the ____ day of __________, 20____, by and between the following parties:

  • Member 1 Name: ________________________________
  • Member 1 Address: _____________________________
  • Member 2 Name: ________________________________
  • Member 2 Address: _____________________________

This agreement is intended to be in accordance with the Washington Limited Liability Company Act (RCW 25.15). It governs the organization, management, and operations of the company.

Article I: Formation

The Members hereby form a Limited Liability Company (the "Company") under the laws of the State of Washington. The name of the Company shall be _________________________.

Article II: Purpose

The purpose of the Company is to _______________________________ and to engage in any lawful activity that may be conducted by a Limited Liability Company in the State of Washington.

Article III: Term

The existence of the Company shall begin on the date of filing of the Articles of Organization with the Washington Secretary of State and shall continue until dissolved in accordance with this Agreement.

Article IV: Management

The management of the Company shall be vested in the Members. Decisions shall be made by a majority vote of the Members. All Members shall have equal authority.

Article V: Capital Contributions

Each Member shall contribute capital to the Company as follows:

  • Member 1 Contribution: ________________________________
  • Member 2 Contribution: ________________________________

Article VI: Distributions

Distributions to the Members shall be made in proportion to their respective ownership interests in the Company, unless otherwise agreed upon in writing.

Article VII: Indemnification

The Company shall indemnify any Member for any loss or damage incurred while acting on behalf of the Company, to the fullest extent permitted by law.

Article VIII: Amendments

This Operating Agreement may be amended only with the written consent of all Members.

Article IX: Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.

IN WITNESS WHEREOF, the Members have executed this Operating Agreement as of the date written above.

Member 1 Signature: _________________________

Member 2 Signature: _________________________

Key takeaways

When filling out and using the Washington Operating Agreement form, several key points should be considered to ensure clarity and compliance. Here are nine important takeaways:

  1. Purpose of the Agreement: The Operating Agreement serves as a foundational document for your LLC, outlining the management structure and operational guidelines.
  2. Member Information: Clearly list all members of the LLC, including their names and addresses. This establishes who has ownership and decision-making authority.
  3. Management Structure: Specify whether the LLC will be member-managed or manager-managed. This distinction affects how decisions are made and who is responsible for daily operations.
  4. Capital Contributions: Document the initial contributions of each member. This includes cash, property, or services provided to the LLC, which can impact ownership percentages.
  5. Profit and Loss Distribution: Define how profits and losses will be allocated among members. This can be based on ownership percentages or another agreed-upon method.
  6. Voting Rights: Outline the voting rights of each member. Specify whether decisions require a simple majority, unanimous consent, or another threshold.
  7. Amendments to the Agreement: Include a process for amending the Operating Agreement. This ensures that changes can be made as the LLC evolves.
  8. Dissolution Procedures: Describe the process for dissolving the LLC. This should include how assets will be distributed and how debts will be settled.
  9. Compliance with State Laws: Ensure that the Operating Agreement complies with Washington state laws. This helps protect the LLC's legal status and the members' interests.

By keeping these key points in mind, individuals can create a comprehensive and effective Operating Agreement that meets the needs of their LLC.