Operating Agreements

The forms listed below are in no way intended to be inclusive or restrictive nor are they particularly state specific.

They are merely meant to give a general idea of what should possibly be in a well–written agreement.

It must be remembered that an L³C is a variant form of an LLC and that an LLC is essentially a partnership with corporate protection. Therefore, within the constraints of the laws of the states within which the organization is organized and or headquartered there may or may not be certain requirements for items that must be included within the operating agreement.

It is also important to remember that the operating agreement should clearly state the charitable purposes of the L³C and how they will be executed. A foundation member is apt to want to include assurances that the L³C will stay true to its mission.

The number of investment tranches used and the returns indicated in these sample agreements are strictly for illustration purposes only. At all times, an attorney should be consulted if anyone is unclear about any portion of the operating agreement.

L3C SERIES – EXPLANATION

Utah S.B. 131, Unincorporated Business Entity Uniform Acts, page 268, starting at line 7499 provides an explanation of Series Limited Liability Companies.

L³C Operating Agreement
Membership is necessary for access to the sample Agreements.

These are samples of model L³C Operating Agreements. 
– Simplified L³C Operating Agreement – prepared by Marcus Owens, Caplin & Drysdale
– Long form L³C Operating Agreement – a work in progress from a group led by Cassady Brewer of Morris, Manning & Martin, LLP.
– this Operating Agreement is the Operating Agreement between an L³C and a foundation which made a PRI into the L³C – prepared by Elizabeth Carrott Minnigh of Buchanan Ingersoll & Rooney and Robert Wexler of Adler & Colvin.

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