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LLC Operating Agreement review

Operating agreement of a Delaware (or similar) LLC.

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What it checks

Management structure (member-managed vs. manager-managed)

LLC operating agreement must specify management structure (DE LLC Act § 18-402).

Critical · GOV-013

Capital contributions clause

Operating agreement must address initial capital contributions and obligations for additional capital (DE LLC Act § 18-501).

Critical · GOV-014

Distributions clause

Operating agreement must address distributions of cash and property to members (DE LLC Act § 18-504).

Critical · GOV-015

Allocations of profits and losses

Operating agreement must address tax allocations of profits and losses (IRC § 704(b) and 'substantial economic effect').

Critical · GOV-016

Transfers of membership interests

Operating agreement should restrict transfers of membership interests (DE LLC Act § 18-702).

Critical · GOV-017

Dissociation / withdrawal of members

Operating agreement should address voluntary and involuntary withdrawal of members (DE LLC Act § 18-603).

Warning · GOV-018

Dissolution and winding up

Operating agreement should specify dissolution triggers and the winding-up process (DE LLC Act §§ 18-801, 18-803).

Critical · GOV-019

Fiduciary duty waiver / modification (DE LLC Act § 18-1101)

DE LLC Act § 18-1101(c) allows fiduciary duties to be modified or eliminated but not the implied covenant of good faith and fair dealing. A clause is either expected (waiver) or expected to acknowledge default duties.

Warning · GOV-020

Books and records / inspection

Operating agreement should address member access to books and records (DE LLC Act § 18-305).

Warning · GOV-021

Implied covenant cannot be waived

DE LLC Act § 18-1101(c) prohibits waiver of the implied covenant of good faith and fair dealing.

Critical · GOV-022

Every run also applies 110 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

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  3. Get a Word report in which every finding quotes the clause and cites the rule and source behind it — one of 1,825 checks across 268 document types.
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