All-States — Existing LLC

What you receive — all 13 documents

• Operating Agreement — All-States editionOA-US-001

  Thirteen articles across thirteen pages. Manager-managed, single-member, with charging order, privacy, holding-company transfer, intellectual property and foreign owner provisions.

  Everything in the Wyoming version, with statutory references generalized and three provisions scoped to state law:

  • Charging order provision — applies to the maximum extent the formation state permits; the scope of that protection varies by state
  • Series provision — applies only if the formation state’s statute allows series, and has no effect where it doesn’t
  • Transfer on death — optional, and drafted to take effect to the extent the formation state recognizes it; confirm with a local attorney before relying on it
  • All remaining provisions unchanged: manager-managed structure, privacy provisions, holding-company transfer, no interest by services, conversion, intellectual property, Article 11 governance framework, electronic signatures, dispute resolution seated in the formation state, and the full Article 10 foreign owner provisions
• Written Consent of the Sole MemberWC-US-001

  Replaces your current agreement, appoints the Manager, and ratifies the prior acts identified in the company records. One document, one signing.

  • Amendment and restatement — the prior agreement stops governing from the effective date, with rights and obligations already accrued preserved, subject to its own amendment terms
  • Manager appointment — with express authority to open, operate and close accounts and sign what a financial institution requires
  • Ratification of prior acts — the acts, contracts, filings, payments and receipts identified in the company records, to the extent the Member could have authorized them; it does not validate unlawful acts or affect third-party rights
  • Signed by Member and Manager on the same page, with acceptance of appointment recorded
  • Effective date stated; the reference page notes not to backdate it
• Management Services AgreementMSA-US-001

  Documents what the Manager does, and that the fee is recorded separately from any distribution. Covers a member-manager or a third party.

  • Scope of services — operations, finances and banking, executing contracts, records and compliance
  • Fee payments recorded separately from distributions, with their tax treatment left to applicable law
  • Fee and distributions kept expressly separate, with separate records, including where Manager and Member are the same person
  • Fee Period defined, with the amount set by the Fee Addendum for each period
  • Each party remains responsible for its own tax reporting, withholding and payment obligations
  • Reimbursement of documented out-of-pocket expenses
  • No employment relationship created
  • Company indemnifies the Manager for services performed, to the extent permitted by applicable law and the Operating Agreement
  • Terminable by either party in writing; anything still owed on termination is determined by the Fee Addendum in force, and ending the agreement does not by itself remove the Manager
• Fee Addendum — payable on demandFA-US-001

  Sets the fee for each period without amending the agreement. Payable on demand — the fee for the period is set, and the Manager demands payment when the company can meet it.

  • For fluctuating cash flow, where the fee is taken in lump sums or at irregular intervals on the Manager’s demand
  • Anything not demanded before the Fee Period ends lapses and is not a debt of the company
  • Tax consequences of any payment are determined by applicable law in each relevant jurisdiction, not by these documents.
• Fee Addendum — monthly accrualFA-US-002

  Sets the fee for each period without amending the agreement. Monthly accrual — the fee accrues month by month, with payment demanded as suits the company.

  • For steady monthly bookkeeping, matching the monthly cost of management against monthly revenue
  • The demandable amount builds at one-twelfth of the annual fee per elapsed month, over a Fee Period of up to twelve months; the undemanded accrued balance carries forward within the period, an amount once demanded cannot be demanded again, and anything not demanded by period end lapses
  • Tax consequences of any payment are determined by applicable law in each relevant jurisdiction, not by these documents.
• Fee Addendum — fixed installmentsFA-US-003

  Sets the fee for each period without amending the agreement. Fixed installments — each installment becomes a debt of the company once due.

  • For predictable budgeting, where the fee should be a firm obligation
  • Each installment becomes a debt of the company once due, does not lapse at period end, and survives termination
  • Tax consequences of any payment are determined by applicable law in each relevant jurisdiction, not by these documents.
• Membership Interest Certificate — All-States editionMC-US-001

  One page a bank or counterparty can read instead of the whole agreement.

  • Holder name, percentage held, certificate number, date of issuance and effective date
  • Formation state and registered office address
  • A note that transfer is restricted under the Operating Agreement, so a reader knows the interest isn’t freely transferable
  • Manager-signed issuance block
• Beneficial Ownership and Control StatementBO-US-001

  The ownership question every bank asks, answered in the form a compliance officer expects. Direct or holding-company structure, built for an owner with no SSN.

  • Two structures set out as diagrams — direct ownership, or ownership through a holding company, with the ultimate beneficial owner identified either way
  • Party details for each beneficial owner at the 25% threshold (or a note that none is identified), the holding company where there is one, and the control person, completed in every case
  • Built for an owner with no SSN — identification by document type, number and issuing jurisdiction, with foreign tax ID, nationality and country of residence
  • Annexure A page to add each further natural person holding 25% or more, with no cap on how many
  • Attestation, including an undertaking to correct any material inaccuracy and update the information as the institution requires
• Business and Operations StatementBSS-US-001

  What the company actually does — customers, suppliers, countries, expected money movement. The companion to the ownership statement, and the document that answers the underwriter’s real question.

  • Company, member and manager details, and the countries where management decisions are made and contracts signed
  • Nature of business, and customers and suppliers with their countries, in your own words — the form prompts for a specific description, because a vague one tells a reader nothing
  • Expected transaction patterns — monthly volumes, average and largest transaction, currencies, and the countries money moves between
  • Stated as expectations at the effective date, not undertakings, and the company isn’t bound by them
  • A reference page on completing and maintaining it, including reviewing annually and keeping superseded versions

  Free on the site in full — read the drafting before you buy.

• Bank ResolutionBR-US-001

  One page, in the format banks expect, authorizing the account and naming the signer.

  • Names the Authorized Signer, with authority to open and close accounts and to use online banking, ACH and wire transfers
  • Allows the Authorized Signer to enter further depository agreements that don’t conflict with the resolution
  • Authorities continue until the institution receives written notice of revocation under its account agreement and has a reasonable opportunity to act on it
  • Standard indemnity and reliance language, so the institution can act on the resolution subject to applicable law and its own policies

  Free on the site in full — read the drafting before you buy.

• Declaration of DistributionDD-US-001

  The written declaration the operating agreement requires before any distribution is paid. One per distribution, numbered, covering cash or in kind.

  • Amount, type, period or source, payment date and payment method
  • A solvency statement the Manager makes before signing, confirmed again immediately before payment
  • Character of payment — recorded as a distribution of profits, not Manager compensation, not a loan repayment, and not a return of capital
  • Withholding handled explicitly: for cash, the declared amount is gross and the Member receives the net; for a distribution in kind, the value, withholding, funding source and repayment terms are recorded separately
  • Fields for distributions in kind — property description, valuation basis and date, and the Member’s written agreement
  • Signed by the Manager alone for cash; the Member signs too for a distribution in kind
• Written Resolution of the ManagerWR-US-001

  One page for any decision worth recording — what was decided, on what basis, and who may act on it. The operating agreement makes resolutions optional; this is the form for when you want one.

  • Authority stated on its face — the resolution records a decision the Manager already has power to make under the agreement; it does not extend that authority or authorize anything the agreement doesn’t
  • A meeting block covering both routes — completed where a meeting was held, each line marked “N/A” where the decision was taken by written consent, so there is no second template to find
  • Meeting detail where there was one: date, time and time zone, physical or electronic location, who was present, what was circulated in advance and where those materials are filed
  • Background and basis — what was considered and why, including alternatives and the documents the decision rests on, which is what the agreement requires the resolution to state
  • Up to three resolved items, each naming what is authorized, who may act on it, and any limit of amount, period or counterparty
  • Delegation recorded properly — where an item delegates authority, it states the delegate, the scope, the limits and the period, and notes that delegating does not relieve the Manager of responsibility
  • Items drafted to stand alone, so a single one can be cited — “Resolution 003, item 2” — without producing the whole document
  • Implementation authority, including giving instructions to the company’s bank
  • A reference page naming every field, including the rule that the signature date is never earlier than the resolution date
• Company Records IndexCRI-US-001

  The core records the company should hold, in one list — including the ones that come from the state, the IRS and your registered agent, not just this kit. Tick what you hold, note where it is, see what is missing.

  • Company identity block — name, EIN, formation state, date of formation, where the records are held, and the date the index was completed
  • Seven sections: formation and identity; governing documents; ownership and capital; management; banking and third parties; distributions; tax, filings and accounts
  • Section codes such as §6.02 marking each record the Operating Agreement itself requires the Manager to keep, so the obligation is visible next to the item
  • Italics marking every record that comes from somewhere other than natrz — the state, the IRS, your registered agent, your accountant
  • Superseded versions listed as records in their own right: the prior operating agreement, earlier certificates, replaced statements
  • A note on BOI reporting and why it usually does not apply, with a pointer to check current FinCEN guidance rather than relying on the note
  • Sourced and dated: the retention periods cite IRS, How long should I keep records? (page last reviewed 30 June 2026) and the Instructions for Form 5472 (Rev. 12-2024), so staleness is visible rather than silent

  Free on the site in full — read the drafting before you buy.

The Bank Resolution, the Business and Operations Statement and the Company Records Index are given away free on this site. They are included here in their place in the set — you are not paying twice for them.

What is not included

• Legal advice, tax advice, or any review of your situation
• Company formation, state filings, or filing fees
• Registered agent service
• EIN application, or any dealing with the IRS on your behalf
• Multi-member editions — this kit is single-member only
• The Form 5472 transaction workbook — not part of this kit
• Anything that makes a bank open an account. The documents answer the questions a compliance review asks; the decision remains the bank’s.

This option

The All-States edition sets your formation state in the agreement itself and scopes the state-dependent provisions to what that state’s law allows. It is the same agreement as the Wyoming edition in every other respect.

Your company keeps its EIN, its bank accounts and its history. The Written Consent amends and restates your current operating agreement — replacing it with this one, subject to its amendment terms — appoints the Manager, and ratifies the prior acts identified in the company records. One document, one signing. The superseded agreement stays in the records file, and the index has a line for it.

Check what your Articles say about management. This agreement provides for manager management. Some states require the formation filing to state whether the company is member-managed or manager-managed; others leave it out entirely. Where your filing says member-managed, the filing and the agreement do not match, and it is worth resolving before you rely on either — amending the Articles is normally a short state form. In New Mexico the Articles must vest management in a manager — the agreement alone does not do it — so Articles that are silent need amending as well. Your registered agent can tell you what was filed.

After payment

PDF files, downloaded immediately. Each document is versioned and dated, and opens with a reference page listing every field to complete and what goes in it — nothing needs a separate instruction sheet.

Use the documents for any number of US LLCs you own or control. You may not resell, give away, redistribute or publish them, or use them as the basis of a competing template product. Full terms are on the terms and license page.