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Alabama LLC Operating Agreement Template
Written by: Carolyn Young
Carolyn Young is a business writer who focuses on entrepreneurial concepts and the business formation. She has over 25 years of experience in business roles, and has authored several entrepreneurship textbooks.
Edited by: David Lepeska
David has been writing and learning about business, finance and globalization for a quarter-century, starting with a small New York consulting firm in the 1990s.
Published on July 13, 2022
Updated on April 26, 2023
In Alabama, your limited liability company (LLC) is not required to have an operating agreement in place. But it’s highly recommended, as an effective operating agreement can help avoid disputes and lawsuits that could threaten the stability of your LLC.
What is an LLC Operating Agreement?
An Alabama LLC operating agreement is an important legal document that details who owns the business and provides essential information pertaining to member duties. An LLC operating agreement establishes the financial relationship between members and the basics of the working relationships between those members and the managers who oversee daily operations.
The operating agreement is not filed with the state, but instead remains private. It’s advisable to hire an attorney to ensure your operating agreement is thorough and legally binding.
We’ve provided two operating agreement templates for your use. One is for a single-member LLC if you are the sole member, and the other is for a multi-member LLC if your LLC has two or more members. The documents are customizable and should be adjusted for Alabama state and your business. These documents are for your internal use and are not filed with any governing body.
Download FREE Operating Agreement Templates
Disclaimer: These documents may need to be adjusted based on your circumstances and may not cover all situations. Your document also may need to be adjusted over time as your business evolves. These documents should not be considered legal advice. You should have your version of the document reviewed by your attorney to make sure that all necessary provisions are included to fit your business situation.
What Should Your Alabama LLC’s Operating Agreement Include?
The operating agreement should clearly define:
- Company formation details: Include the name of your LLC, the formation date, and the registered agent’s name and address.
- Purpose: Define the purpose of the LLC, including the types of business activities it will engage in.
- Duration: Specify the duration of the LLC, whether it’s perpetual or has a specific end date.
- Member details: Include the names, addresses, and ownership percentages of each member. You may also want to specify whether the LLC is member-managed or manager-managed.
- Capital contributions: Detail the initial capital contributions made by each member, as well as any provisions for additional contributions in the future.
- Allocation of profits and losses: Outline how profits and losses will be allocated among the members, usually based on their ownership percentage.
- Distributions: Explain the process for distributing profits to members, including the timing and method of payment.
- Management and decision-making: Describe how the LLC will be managed, including the roles and responsibilities of members or managers, the decision-making process, and any necessary voting thresholds for different types of decisions.
- Meetings: Detail the requirements for holding regular and special meetings of members or managers, including the notice period, quorum, and voting rules.
- Recordkeeping: Include provisions for maintaining the LLC’s financial and other records, as well as requirements for providing access to these records to members or managers.
- Admission of new members: Set forth the process for admitting new members to the LLC, including any approval requirements and the method for determining their ownership interests.
- Transfer of membership interests: Describe the procedure for transferring membership interests, including any restrictions or rights of first refusal.
- Dissolution and winding up: Define the conditions under which the LLC may be dissolved, and outline the process for winding up the company’s affairs and distributing its assets.
- Amendments: Specify the procedure for amending the operating agreement, including the required vote or approval from members.
- Dispute resolution: Include provisions for resolving disputes among members or managers, such as mediation, arbitration, or litigation.
- Governing law: Specify that Alabama law will govern the operating agreement and any disputes arising from it.
- Miscellaneous provisions: Include any other provisions relevant to your specific LLC, such as indemnification or confidentiality clauses.
If the LLC has a board of directors, the operating agreement will also include the role and responsibilities of the board members and how they are compensated.
An LLC operating agreement provides legal and financial recourse for a number of situations. If conflicts arise between LLC owners pertaining to any of the above issues, the operating agreement will provide clarity.
The specific language of the operating agreement lays out exactly how such conflicts will be resolved, how the business is structured, the dynamics of operations, and more.
Though Alabama has default rules on the books that address some of the issues that might arise between LLC members, your LLC operating agreement would override these default laws and give you greater control.
How Much Does an Operating Agreement Cost?
Creating an operating agreement is free if you just draw it up yourself. Alternatively, you can pay for guidance from an online business advisory like ZenBusiness.
This is an extremely important document, so it’s recommended that you hire a professional service or law firm. If you choose to use an attorney to help you create this document, the price will be around $500 for a single-member LLC and $2,500 for a multi-member LLC.
Who Needs my LLC Operating Agreement?
One of the key reasons to have an operating agreement in place is that it makes your LLC more appealing to financial backers. Banks are likely to request to see your operating agreement when you apply for a loan. If you seek funding from investors, they will also want to see your operating agreement.
Though not legally required in Alabama, an operating agreement is a crucial document for LLC operations, ensuring your company is able to access adequate financing and settle any disputes. Keep in mind, you do not need to file your operating agreement with any state body. You simply need to take certain steps to ensure it’s legally binding and keep it in your records.
Alabama LLC Operating Agreement Template
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