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.
An LLC is formed by filing articles of organization with the secretary of state in the same type manner that articles of incorporation are filed. The articles must contain the name, purpose, duration, registered agent, and principle office of the LLC. The name of the LLC must contain the words Limited Liability Company or LLC. An LLC is a separate legal entity like 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. Profits and losses are shared according to the terms of the operating agreement.
A Washington Sample Limited Liability Company LLC Operating Agreement is a legally binding document that outlines the organization and operation of a limited liability company (LLC) in the state of Washington. This agreement specifically addresses the allocation of company assets among individual members in the form of ownership shares. Here is a detailed description of this agreement type: 1. Introduction: The agreement begins with an introduction that identifies the names and addresses of the members involved in the LLC and specifies the company's legal name. 2. Formation of the LLC: This section discusses the process of forming the LLC, including the filing of necessary paperwork with the Washington Secretary of State's office and compliance with state laws and regulations. 3. Purpose and Scope: This portion explains the specific purpose of the LLC, such as engaging in business activities, investments, or any other lawful activities permitted by Washington law. It also specifies the general scope of the LLC's operation. 4. Capital Contributions: This section outlines the initial contributions made by each member to the LLC, which may include cash, property, or services. The agreement defines the value of these contributions and how they determine ownership shares. 5. Ownership Shares: Here, the agreement describes how ownership interests in the LLC will be divided among the members. It includes details about the percentage or proportion of ownership shares allocated to each member, which directly corresponds to their respective capital contributions. 6. Distributions of Profits and Losses: This section outlines how profits and losses generated by the LLC will be allocated among the members in accordance with their ownership shares. It may specify a specific distribution frequency or provide flexibility for the members to decide. 7. Voting Rights: The agreement defines the voting rights of each member, including the allocation of decision-making power based on ownership shares. It may also address the voting procedures for various types of LLC-related matters. 8. Management and Operation: This portion details how the LLC will be managed, whether by its members (member-managed) or by appointed managers (manager-managed). It explains the responsibilities and authority of managers, if applicable. 9. Transfer of Ownership: This section establishes the procedures and restrictions regarding the transfer of ownership interests among the members, such as obtaining consent from other members or the LLC itself. 10. Dissolution and Liquidation: The agreement addresses the circumstances under which the LLC may be dissolved, including bankruptcy, member withdrawal, or a unanimous vote. It also outlines the process of liquidating the LLC's assets and distributing the remaining funds to the members. 11. Governing Law: This clause identifies Washington state law as the governing law for the agreement and the LLC's operation, ensuring compliance with local regulations. Different types of Washington Sample Limited Liability Company LLC Operating Agreements may exist based on variations in ownership structures, such as multi-member LCS versus single-member LCS, or specific industry-related agreements tailored to the LLC's unique requirements (e.g., real estate, technology, or healthcare sectors). These agreement types may have additional clauses or modifications to address industry-specific considerations.A Washington Sample Limited Liability Company LLC Operating Agreement is a legally binding document that outlines the organization and operation of a limited liability company (LLC) in the state of Washington. This agreement specifically addresses the allocation of company assets among individual members in the form of ownership shares. Here is a detailed description of this agreement type: 1. Introduction: The agreement begins with an introduction that identifies the names and addresses of the members involved in the LLC and specifies the company's legal name. 2. Formation of the LLC: This section discusses the process of forming the LLC, including the filing of necessary paperwork with the Washington Secretary of State's office and compliance with state laws and regulations. 3. Purpose and Scope: This portion explains the specific purpose of the LLC, such as engaging in business activities, investments, or any other lawful activities permitted by Washington law. It also specifies the general scope of the LLC's operation. 4. Capital Contributions: This section outlines the initial contributions made by each member to the LLC, which may include cash, property, or services. The agreement defines the value of these contributions and how they determine ownership shares. 5. Ownership Shares: Here, the agreement describes how ownership interests in the LLC will be divided among the members. It includes details about the percentage or proportion of ownership shares allocated to each member, which directly corresponds to their respective capital contributions. 6. Distributions of Profits and Losses: This section outlines how profits and losses generated by the LLC will be allocated among the members in accordance with their ownership shares. It may specify a specific distribution frequency or provide flexibility for the members to decide. 7. Voting Rights: The agreement defines the voting rights of each member, including the allocation of decision-making power based on ownership shares. It may also address the voting procedures for various types of LLC-related matters. 8. Management and Operation: This portion details how the LLC will be managed, whether by its members (member-managed) or by appointed managers (manager-managed). It explains the responsibilities and authority of managers, if applicable. 9. Transfer of Ownership: This section establishes the procedures and restrictions regarding the transfer of ownership interests among the members, such as obtaining consent from other members or the LLC itself. 10. Dissolution and Liquidation: The agreement addresses the circumstances under which the LLC may be dissolved, including bankruptcy, member withdrawal, or a unanimous vote. It also outlines the process of liquidating the LLC's assets and distributing the remaining funds to the members. 11. Governing Law: This clause identifies Washington state law as the governing law for the agreement and the LLC's operation, ensuring compliance with local regulations. Different types of Washington Sample Limited Liability Company LLC Operating Agreements may exist based on variations in ownership structures, such as multi-member LCS versus single-member LCS, or specific industry-related agreements tailored to the LLC's unique requirements (e.g., real estate, technology, or healthcare sectors). These agreement types may have additional clauses or modifications to address industry-specific considerations.
