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Draft LLC Agreement
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Draft LLC Agreement

A limited liability company agreement (also called an operating agreement in certain states) governs the rights and obligations of the members (or the sole member) of a limited liability company. Because limited liability companies are given relatively more flexibility in their governance as opposed to corporations, limited liability company agreements tend to be highly bespoke and fairly variable. The form of limited liability agreement provided here is for a limited liability company formed in Delaware that only has one member. A multi-member limited liability company agreement would typically be more complicated and conformed to the desired governing procedures for the company. If a limited liability company is formed in another jurisdiction than Delaware, its limited liability company agreement would also need to be conformed with the applicable laws of the chosen domestic jurisdiction.

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Sole Incorporator Consent
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Sole Incorporator Consent

This Sole Member Organizational Consent provides sample resolutions used to approve certain foundational matters of a Delaware limited liability company such as approving and adopting the limited liability company agreement of the company. This Consent is tailored for a Delaware limited liability company with a single member. A multi-member limited liability company’s organizational resolutions would need to include, and be executed by, the applicable number of members governing that company. Additionally, organizational resolutions for a limited liability company formed in a jurisdiction outside of Delaware should be further tailored to conform with that jurisdiction's applicable law.

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Draft Certificate of Incorporation
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Draft Certificate of Incorporation

This draft certificate of incorporation assumes that the corporation will be formed in Delaware. Other states may have different names for this charter document of a corporation and may have different requirements that should be adhered to in drafting.

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Draft Board Organizational Consent
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Draft Board Organizational Consent

This Board Organizational Consent provides sample resolutions used to approve certain foundational matters of a Delaware corporation such as appointing the initial officers, approving the bylaws of the corporation, and making the initial issuance of stock. This Board Organizational Consent is tailored for a Delaware corporation. Organizational resolutions for a corporation formed in a jurisdiction outside of Delaware should be further tailored to conform with that jurisdiction's applicable law.

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Draft Form of LLC Certificate of Formation
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Draft Form of LLC Certificate of Formation

This draft certificate of formation assumes that the company will be formed in Delaware. Other states may have different names for this charter document of a limited liability company and may have different requirements that should be adhered to in drafting.

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