Model Limited Liability Company Agreements Available to Members
The limited liability company has become the overwhelming entity of choice for Texas business organizations in recent years, and many business lawyers are from time to time asked to review, draft, or revise governing documents of limited liability companies. Although some limited liability companies have highly complex structures with multiple classes of ownership interests and highly customized provisions regarding management and governance of the entity, many limited liability companies are single-owner entities or have only two or a few owners. Often the owners of these closely held limited liability companies prefer relatively simple company agreements rather than lengthy, complex agreements. While no form should ever be relied upon without careful analysis of the needs and circumstances surrounding a particular company, attorneys frequently find it helpful to see and consider examples of governing documents, especially if the documents are accompanied by explanation of issues addressed by provisions in the documents. As a benefit to the members of the Business Law Section, the Business Entities Forms Committee has posted on its committee page on the Business Law Section website a paper entitled “Model Company Agreements” by Cliff Ernst and Elizabeth S. Miller. This paper discusses drafting considerations and statutory and judicial treatment of issues addressed by three sample limited liability company agreements that are included as appendices to the paper:
The limited liability company has become the overwhelming entity of choice for Texas business organizations in recent years, and many business lawyers are from time to time asked to review, draft, or revise governing documents of limited liability companies. Although some limited liability companies have highly complex structures with multiple classes of ownership interests and highly customized provisions regarding management and governance of the entity, many limited liability companies are single-owner entities or have only two or a few owners. Often the owners of these closely held limited liability companies prefer relatively simple company agreements rather than lengthy, complex agreements. While no form should ever be relied upon without careful analysis of the needs and circumstances surrounding a particular company, attorneys frequently find it helpful to see and consider examples of governing documents, especially if the documents are accompanied by explanation of issues addressed by provisions in the documents. As a benefit to the members of the Business Law Section, the Business Entities Forms Committee has posted on its committee page on the Business Law Section website a paper entitled “Model Company Agreements” by Cliff Ernst and Elizabeth S. Miller. This paper discusses drafting considerations and statutory and judicial treatment of issues addressed by three sample limited liability company agreements that are included as appendices to the paper:
1. Model Company Agreement for Manager-Managed, Multi-Member Limited Liability Company
2. Model Company Agreement for Member-Managed, Multi-Member Limited Liability Company
3. Model Company Agreement for Single-Member Limited Liability Company
As a member of the Business Law Section, the paper and these model agreements are available to you on the Business Law Section’s website here.