LLC Operating Agreement (Commercial Real Estate, Managing Member-Managed, Short Form)

by Practical Law Real Estate

A Standard Document that is a short-form limited liability company agreement for a commercial real estate joint venture formed in Delaware between two or more members and managed by a single managing member. This operating agreement establishes the fundamental terms governing the venture, outlining critical provisions related to initial and additional capital contributions, including remedies for failure to contribute. This Standard Document defines the allocation of profits and losses, details the distribution waterfall for available cash, and sets forth the management structure, distinguishing the managing member's authority from the major decisions requiring broader member approval. It also addresses restrictions on the transfer of interests, providing a framework for member exit strategies. This Standard Document also covers dissolution, liquidation, member representations, and tax matters.