Comprehensive LLC Operating Agreement
Capital calls, buy-sell, tag-along and drag-along, deadlock resolution, non-compete and confidentiality — for partners who want everything settled.
The first pages
Rendered from the actual form. Yellow fields are the ones you fill in; the rest is already written.
OPERATING AGREEMENT
[COMPANY NAME], LLC
The entries in this table are part of the Agreement that follows. Where the Agreement refers to an item "in the Key Terms," it means the entry below. Approval thresholds are expressed as a percentage of the Ownership Percentages of all Members entitled to vote; "a majority" means more than fifty percent (50%); "a supermajority" means at least the percentage shown in item C.1.
| Item | Entry |
|---|---|
| Company name | [COMPANY NAME], LLC |
| Date the Certificate of Organization was filed with the Department of State | [FILING DATE] |
| Effective date of this Agreement | [EFFECTIVE DATE] |
| Business of the Company (also defines "competing business" in Article 12) | [BUSINESS DESCRIPTION] |
| Territory for the non-competition covenant | [TERRITORY: e.g., "the Commonwealth of Puerto Rico" OR "the municipalities of [__]"] |
| Principal office | [PRINCIPAL OFFICE ADDRESS] |
| Registered office (oficina designada) | [REGISTERED OFFICE ADDRESS] |
| Resident agent (agente residente) — name and address | [RESIDENT AGENT NAME] · [RESIDENT AGENT ADDRESS] |
| Fiscal year | Calendar year |
| Accounting method | [ACCOUNTING METHOD: "accrual" OR "cash"] |
| Year-end financial statements | [FINANCIAL STATEMENT LEVEL: "compiled" OR "reviewed" OR "audited"] by the Company's outside accountant |
| Intended tax classification — Puerto Rico | [PUERTO RICO TAX CLASSIFICATION] |
| Intended tax classification — U.S. federal | [FEDERAL TAX CLASSIFICATION] |
| Member — name, mailing address, e-mail | Capital Contribution | Ownership Percentage |
|---|---|---|
| [MEMBER 1 NAME] · [MEMBER 1 MAILING ADDRESS] · [MEMBER 1 E-MAIL] | $[MEMBER 1 CONTRIBUTION] | [MEMBER 1 %]% |
| [MEMBER 2 NAME] · [MEMBER 2 MAILING ADDRESS] · [MEMBER 2 E-MAIL] | $[MEMBER 2 CONTRIBUTION] | [MEMBER 2 %]% |
| [MEMBER 3 NAME, OR DELETE ROW] · [MEMBER 3 MAILING ADDRESS] · [MEMBER 3 E-MAIL] | $[MEMBER 3 CONTRIBUTION] | [MEMBER 3 %]% |
| [MEMBER 4 NAME, OR DELETE ROW] · [MEMBER 4 MAILING ADDRESS] · [MEMBER 4 E-MAIL] | $[MEMBER 4 CONTRIBUTION] | [MEMBER 4 %]% |
| Total | $[TOTAL CONTRIBUTIONS] | 100% |
Non-cash contributions and their agreed values: [DESCRIPTION OF NON-CASH CONTRIBUTIONS, OR "None"]. Deadline for paying any contribution not yet paid: [CONTRIBUTION DEADLINE IN DAYS] days after the effective date.
| Item | Entry |
|---|---|
| C.1 Supermajority percentage | [SUPERMAJORITY PERCENTAGE]% |
| Manager — name and mailing address | [MANAGER NAME] · [MANAGER MAILING ADDRESS] |
| Officers (optional) | President: [OFFICER NAME, OR "None"] · Secretary: [OFFICER NAME, OR "None"] · Treasurer: [OFFICER NAME, OR "None"] |
| Who appoints and removes the Manager | [MANAGER APPOINTMENT: "a majority" OR "a supermajority"] |
| Approval required for Major Decisions (Section 4.3) | [MAJOR DECISION APPROVAL: "a majority" OR "a supermajority"] |
| Budget variance — spending above the approved budget by more than this amount in a year is a Major Decision | $[BUDGET VARIANCE] |
| Asset limit — disposing of or encumbering an asset worth more than this amount outside the ordinary course is a Major Decision | $[ASSET DISPOSITION LIMIT] |
| Borrowing limit — loans or guarantees above this amount are a Major Decision | $[BORROWING LIMIT] |
| Litigation limit — starting or settling a claim above this amount is a Major Decision | $[LITIGATION LIMIT] |
… the document continues for about 22 pages.
The instruction sheet
Every download includes a plain-language instruction sheet. This is how it opens.
INSTRUCTION SHEET
Multi-Member LLC Operating Agreement
This is the most complete operating agreement (contrato de compañía de responsabilidad limitada) in this series. It is written for a Puerto Rico LLC with two or more owners who have invested real money or expect to, who want the company to be able to require further contributions, and who want a full set of rules for the situations that break up companies: an owner who stops paying, an owner who leaves to compete, a 50/50 deadlock, a divorce, a death, a buyer who wants to acquire the whole company.
What it adds to the Standard form (PR-LLC-04): capital accounts kept for each owner; mandatory capital calls with a dilution or loan remedy for an owner who does not pay; a detailed list of Major Decisions with dollar limits; a complete buyout regime for death, disability, bankruptcy, breach and abandonment, with different prices for "fault" and "no-fault" departures; a right of first refusal, tag-along rights (minority owners may sell alongside a majority owner) and drag-along rights (a qualifying majority may force a sale of the whole company); a buyout on divorce; confidentiality, intellectual-property, non-competition and non-solicitation covenants that survive departure; mandatory negotiation and mediation; and a "shotgun" buy-sell mechanism to resolve deadlock without going to court.
Use this form if: the owners are putting in meaningful capital; the business will need more money from the owners over time; one or more owners are active in the business and the others want protection if that person leaves; or the owners simply want the fullest protection the form can give.
Use a different form if: the owners want something shorter and the business will not need capital calls (use PR-LLC-04); some owners should not vote (use PR-LLC-05); or there is only one owner (PR-LLC-01 to 03).
A word of caution. This form is long because the situations it addresses are real, but length is not a substitute for a conversation. Owners who sign a 25-page agreement they have not read will be surprised later. Read the "choices" section of these instructions together, decide each point, and only then fill in the fields.
• Work in Microsoft Word (or any program that opens .docx files). Every field appears in yellow highlight inside square brackets, for example [COMPANY NAME]. Replace the whole bracket — including the brackets themselves — with your information, and remove the yellow highlight (select the text, then Home → Text Highlight Color → No Color).
• Some fields offer choices, written as "OPTION A" OR "OPTION B". Pick one, type that text in place of the entire bracket, and delete the alternatives. Never leave both options in the signed document.
• Use the search function (Ctrl+F) to search for an opening square bracket when you are done. If the search finds nothing, every field has been completed.
Questions
What file do I get?
A zip with the Puerto Rico edition as Word (.docx) files in English and Spanish, plus the Instruction Sheet. Open in Microsoft Word, Google Docs or LibreOffice.
How do I complete it?
Open the Instruction Sheet first. Replace each yellow [BRACKETED FIELD] with your information, delete the options you do not use, delete the cover page, then print or e-sign.
Can I reuse it?
Yes. The license covers your own business and every company you own; it does not allow resale of the template itself.
Do I need a notary or a lawyer?
The Instruction Sheet says when a signature needs a notary and lists the situations where the form is not enough and an attorney should review it.
Refunds?
Digital downloads are final once delivered. The preview on this page is taken from the actual document so you can see what you are buying.