LLC Operating Agreement with Voting and Non-Voting Members
Share profits with a key employee, a relative or an investor without sharing control. Class A voting and Class B non-voting interests.
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 Voting Percentages of the Class A Members only; "a majority" means Class A Members holding more than fifty percent (50%) of the Voting Percentages. Class B Members do not vote.
| 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 | [BUSINESS DESCRIPTION] |
| 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 |
| Intended tax classification — Puerto Rico | [PUERTO RICO TAX CLASSIFICATION] |
| Intended tax classification — U.S. federal | [FEDERAL TAX CLASSIFICATION] |
| Member — name, mailing address, e-mail | Class | Initial Capital Contribution | Ownership Percentage |
|---|---|---|---|
| [CLASS A MEMBER 1 NAME] · [MAILING ADDRESS] · [E-MAIL] | A | $[CONTRIBUTION] | [%]% |
| [CLASS A MEMBER 2 NAME, OR DELETE ROW] · [MAILING ADDRESS] · [E-MAIL] | A | $[CONTRIBUTION] | [%]% |
| [CLASS B MEMBER 1 NAME] · [MAILING ADDRESS] · [E-MAIL] | B | $[CONTRIBUTION] | [%]% |
| [CLASS B MEMBER 2 NAME, OR DELETE ROW] · [MAILING ADDRESS] · [E-MAIL] | B | $[CONTRIBUTION] | [%]% |
| 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 |
|---|---|
| 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 "all of the Class A Members"] |
| Approval required for Major Decisions (Section 4.3) | [MAJOR DECISION APPROVAL: "a majority" OR "at least [__]%" OR "all of the Class A Members"] |
| Borrowing limit — loans or guarantees above this amount are a Major Decision | $[BORROWING LIMIT] |
| Capital expenditure limit — unbudgeted purchases above this amount are a Major Decision | $[CAPITAL EXPENDITURE LIMIT] |
| Who declares distributions | [DISTRIBUTION APPROVAL: "the Manager" OR "a majority"] |
| Approval required to admit a new Member or issue new interests of either class | [ADMISSION APPROVAL: "all of the Class A Members" OR "a majority"] |
| Voting Percentage needed to call a meeting of the Members | [MEETING CALL THRESHOLD]% |
| Approval required to amend this Agreement | [AMENDMENT APPROVAL: "all of the Class A Members" OR "at least [__]%"] |
| Approval required to dissolve the Company voluntarily | [DISSOLUTION APPROVAL: "all of the Class A Members" OR "at least [__]%"] |
| Item | Entry |
|---|---|
| Approval required for a transfer to an outsider (after the right of first refusal) | [TRANSFER APPROVAL: "a majority of the Class A Members other than the transferor" OR "all of the Class A Members other than the transferor"] |
… the document continues for about 14 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 Standard multi-member operating agreement (PR-LLC-04) with one structural change: ownership is divided into Class A voting interests and Class B non-voting interests, as Article 19.17 of the General Corporations Act permits. Class B owners share in the profits but have no say in management, and their interest can be bought back by the company when they leave, die, or when the Class A owners decide to end the arrangement.
Use this form if: one or more owners should share profits without sharing control — a key employee, an adult child, a relative who contributed money, a passive investor who accepts a non-voting role.
Use a different form if: all owners will vote (use PR-LLC-04); the non-voting owners are investors who negotiated a preferred return or other special economic terms (that is a bespoke document); or you need capital calls, drag-along rights, post-departure non-competes or a deadlock buy-sell (use PR-LLC-06, and ask an attorney to add the class structure to it).
• 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.
• Delete the cover page (the first page, with the "How to use this form" box) before printing or signing.
• Do not change the numbering of the sections. The sections refer to one another by number, and the Instruction Sheet uses the same numbers.
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.