LLC Agreement (Multi-Member, Member-Managed) (Short Form) (DE)

by Practical Law Corporate & Securities

A Standard Document that provides a short-form limited liability company agreement for a multi-member, member-managed Delaware limited liability company (LLC). This agreement establishes a framework for the LLC's governance and operations, outlining key provisions under the Delaware Limited Liability Company Act. It addresses essential organizational matters, capital contributions, and the allocation of profits, losses, and distributions among members. This Standard Document details member rights and obligations, including procedures for admitting new members, member withdrawal, and potential expulsion. It establishes critical transfer restrictions, including a right of first refusal (ROFR) and buy-sell provisions triggered by events such as a member’s death or the termination of a marital relationship. This agreement also includes important liability protections through exculpation and indemnification clauses for covered persons and addresses key tax considerations, such as the appointment of a Tax Matters Representative to navigate federal audit rules.