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


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

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.
  • Sample Articles of Organiation for a One Person L3C – prepared by Michael Martin of Martin & Stillwell in The Woodlands, Texas, May 2012.
  • Model L3C Articles of Organization and Model Operating Agreement–both are Vermont Compliant.This is the latest version of a Model Operating Agreement which is the work of a large group of experts. It reflects the latest thinking regarding what an L3C Operating Agreement should look like. Although it was designed to work in most states that have the L3C law, this was specifically written to be Vermont complaint. It should not be thought of as a copy and paste document, but rather as a guide. As always you are free to use this as you please, but it is our recommendation that you consult an attorney. As of February 26, 2013.


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