Washington DC LLC Operating Agreement
The District of Columbia LLC Operating Agreement is the core document that is referred to when issues
concerning a District of Columbia limited liability company (“LLC”)
need to be resolved.
The LLC
Operating Agreement is the most important document for your District of Columbia LLC.
In the case of a single member LLC, without the formality
of an LLC Operating Agreement, the LLC can closely resemble
a sole proprietorship, which does not limit your personal
liability for business debts of the LLC.
With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with
respect to the affairs and management of the LLC and governs
the relationship amongst the members of the LLC. By having
an LLC Operating Agreement, the members will be provided
with a clear set of rules that all members have agreed upon
greatly reducing the likelihood of disagreement between
them in the future. A LLC Operating Agreement will also
greatly reduce financial and management misunderstandings,
and make sure your business is governed by your own rules
-- not default rules created by the District of Columbia.
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Whether your LLC will have one
or more members, will be managed by its members or by elected
managers, or will be granting one or more members an interest
in the LLC for the performance of services, myLLCagreement.com
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LLC operating agreement for your District
of Columbia LLC.
The LLC operating agreement does
not have to be filed with any state agency. All states,
including the District of Columbia will enforce valid operating
agreements entered into among LLC members. The operating
agreement will only be enforced against the persons who
are parties to the agreement. Therefore, it is extremely
important that all members of an LLC sign the operating
agreement.
Your District
of Columbia Limited Liability Company
LLC Filing Office
Department
of Consumer and Regulatory Affairs
Business regulation Administration
Corporations Division
941 North Capital Street, N.E.
Washington, DC 20002
Tel: 202-442-4411
http://mblr.dc.gov/corp/index.shtm
Check Name Availability
Entity or Franchise
Level Tax
The District of Columbia imposes an unincorporated
business franchise tax on partnerships and LLCs that are
taxable as partnerships for federal income tax purposes. Partnerships that engage in trade or business
in the District or receive income from sources within the
District have gross income of more than $12,000 are subject
to the tax. The minimum tax is $100.
In addition, the District of Columbia imposes
an annual “ballpark fee” on partnerships and LLCs, regardless
of their federal entity classification.
The fee is triggered if the taxpayer has District
of Columbia gross receipts of $5 million or greater in its
most recent calendar or fiscal year ending before June 15.
The fee is graduated according to the fee payor’s
District of Columbia gross receipts, ranging from $5,000,
for a fee payor with $5 million of gross receipts, to a
maximum of $16,500, for a fee payor with gross receipts
in excess of $16 million.
State
LLC Act
The
DC LLC Act is contained in Title 29, Chapter 10 of the DC
Code
Important Statutory Rules
LLC Management
An
LLC is managed by its members unless the Articles of Organization
states that the LLC is to be managed by one or more managers.
Admission of Members
Unless
the Operating Agreement states otherwise, new membership
must be issued with the unanimous consent of all members.
Amending the Operating Agreement
Unless
otherwise provided in the Operating Agreement, amendments
to the Operating Agreement must be approved by members who
own at least a majority of the interests in the profits
of the LLC.
Dissolution of the LLC
Voluntary
dissolution of the LLC must be approved by unanimous consent
of voting members.
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