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Business Operating Agreement – Managing Partners

A professional Business Operating Agreement template for LLCs with two managing partners. Clearly defines roles, responsibilities, and ownership while protecting both partners’ interests.
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Pages
12
Last Updated
May 14, 2026
Formats
4
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What This Template Does

This Business Operating Agreement template is designed for businesses with two partners who will share ownership and management responsibilities. It establishes how the company is structured, including ownership percentages, capital contributions, voting requirements, and decision-making powers.

The agreement also covers important provisions such as partner resignation, buyouts in the event of death, profit and loss allocations, and rules for transferring interests. By using this template, both partners gain clarity on their rights and obligations while reducing the

risk of disputes.

Whether you’re starting a new LLC with a co-founder or formalizing an existing partnership, this template provides a strong legal foundation for long-term success and stability.

How to Update

How to Update Your Business Operating Agreement (Two Owners, Managing Partners)

This guide provides step-by-step instructions for customizing your Business Operating Agreement template when there are two owners (Managing Partners). Update company name, addresses, partners, and tax information where highlighted.

Important: After completing these updates, carefully review the document and consider having a legal professional review your customized agreement before use.

Step 1: Replace Your Company Name
  1. Select the placeholder text "Awesome Business, LLC" anywhere in the document.
  2. Open Find and Replace (Ctrl + H on Windows or Cmd + H on Mac).
  3. In the "Find" field, enter: Awesome Business, LLC.
  4. In the "Replace with" field, enter your full legal business name and entity type (example: "Your Company Name, LLC").
  5. Check "Match case" to keep capitalization consistent.
  6. Click "Replace All" to update across the entire document.
Step 2: Update Effective Date
  1. Find the section that states the agreement is effective as of "February 18, 2022".
  2. Replace this with the date you want your agreement to take effect (example: "March 1, 2025").
Step 3: Update Office Address and Registered Agent
  1. Locate the address listed as “123 Happy Street, Orlando, FL 32789” and replace it with your company’s actual principal office address.
  2. Update the registered agent information: "Registered Agents Inc., 7901 4th St N, STE 300, St. Petersburg, FL 33702" with your actual registered agent’s name and address.
Step 4: Update Partner Names and Capital Contributions
  1. Scroll to Exhibit A at the end of the agreement.
  2. Replace placeholder names with your actual partner names.
  3. Enter each partner’s initial capital contribution amount.
  4. Adjust the Ownership Interest percentages as agreed (default shows 50/50 ownership).
Step 5: Update Initial Managing Partners
  1. Locate the section naming initial partners: "Josh Smith and Jane Turner".
  2. Replace these names with your actual Managing Partners.
Step 6: Update State and County References
  1. Replace all references to "State of Florida" with your business’s state of registration (if different).
  2. Update any placeholder county references with your actual county and state.
Step 7: Update Tax Representative
  1. Find the section naming the initial Tax Representative: "William Mepham".
  2. Replace with the name of the person you are appointing as your company’s Tax Representative.
Step 8: Final Review
  1. Confirm all placeholders (names, addresses, dates, roles) have been replaced with actual business information.
  2. Check ownership percentages and contributions for accuracy.
  3. Review partner resignation, buyout, or death provisions and adjust if needed for your situation.
  4. Have an attorney review before finalizing and signing.
Quick Reference
Key placeholders to replace
  1. Awesome Business, LLC → Your business name and entity type
  2. February 18, 2022 → Effective date of your agreement
  3. 123 Happy Street, Orlando, FL 32789 → Your office address
  4. Registered Agents Inc. + address → Your registered agent
  5. Josh Smith and Jane Turner → Your Managing Partners
  6. Exhibit A: Partner names, contributions, and ownership % → Your actual details
  7. State of Florida → Your state of registration
  8. William Mepham → Your Tax Representative

Text Copy

Download Whole Agreement Text
Managing Partners - Business Operating Agreement

MANAGING PARTNERS
BUSINESS OPERATING AGREEMENT

OPERATING AGREEMENT FOR AWESOME BUSINESS, LLC A FLORIDA LIMITED LIABILITY COMPANY

This Operating Agreement (the “Agreement”) of Awesome Business, LLC, a Florida limited liability company, effective as of February 18, 2022 (the “Effective Date”), is made by and among the parties listed on the signature page(s) (collectively, the “Partners” or individually, a “Partner”).

Introduction

A. The Partners have filed Articles of Organization (the “Articles”) for Awesome Business, LLC (the “Company”), a limited liability company formed under the laws of the State of Florida by the filing of said Articles with the Florida Secretary of State on February 18, 2022.

B. The Partners desire to adopt and approve an operating agreement for the Company under the Florida Revised Limited Liability Company Act (the “Act”).

1. Organizational Matters

1.1. Name. The name of the Company shall be Awesome Business, LLC …

1.2. Term. The Company’s existence commenced as of the date of the filing of the Articles …

1.3. Office and Agent. The principal office … Registered Agents Inc., located at 7901 4th St N, STE 300 St. Petersburg, FL 33702 …

1.4. Business of the Company. The purposes and character of the business …

2. Capital Contributions

2.1. Each Partner shall make a cash contribution … Exhibit A …

2.2. The Company shall maintain for each Partner a separate Capital Account …

3. Partners

3.1. Additional Partners may be admitted upon the consent of all Partners …

3.2. Withdrawals or Dissociations …

3.3. Payments to Partners … reimbursement for organizational expenses …

4. Management

4.1. The business and affairs of the Company shall be managed by or under the direction of the Managing Partners … initial Partners shall be Josh Smith and Jane Turner …

4.2. Restrictions on Partners. The Managing Partners shall not have authority to engage in major transactions without consent, including:

  • Sale or disposition of substantially all assets
  • Acquisition or merger with another entity
  • Issuance of equity or debt securities
  • Investments, expenditures, or debt over $100
  • Transactions with Partners or Affiliates
  • Confessing judgment, etc.

5. Appointment of Partners

(a) Term. Each Partner remains in office until removal, death, or resignation …

(b) Resignation. A Partner may resign with three months’ notice … must complete work or provide replacement …

(c) Death. Upon death, surviving Partner buys out deceased Partner’s ownership …

(d) This Article shall be reviewed annually in February.

5.2. Board Voting Requirements. Unanimous consent required for actions outside day-to-day operations.

5.3. Partners Have No Authority …

5.4. Liability limited unless fraud, gross negligence, or misconduct …

6. Allocations of Net Profits, Net Losses, and Distributions

6.1. Net Cash from Operations shall be distributed: (a) equal distributions on request, approved by both Partners; (b) quarterly meeting to discuss retained profits.

6.2. Qualified Income Offset …

6.3. Distributions of assets … first return capital contributions, then pro rata …

7. Transfer and Assignment of Interests

7.1. No Partner may transfer Partnership Interest without unanimous approval …

7.2. Substitution requires consent, adoption of Agreement, and payment of expenses …

7.3. Transfers in violation are void …

8. Accounting, Records, Reporting

8.1. Books and Records shall be kept per federal tax accounting …

8.2. Reports shall be filed and sent to Partners annually …

8.3. Bank Accounts maintained in Company name …

8.4. Tax Matters. A Tax Representative shall be designated (initially William Mepham) …

9. Dissolution and Winding Up

9.1. The Company shall be dissolved upon: sale of assets, election, no Partners for 90 days, judicial or administrative dissolution …

9.2. Winding Up. Assets applied first to creditors, then return contributions, then pro rata …

9.3. Payment of Liabilities …

9.4. Limitations …

9.5. Articles of Dissolution filed …

10. Indemnification

The Company shall indemnify Partners and may indemnify agents …

11. Miscellaneous

11.1. Complete Agreement …

11.2. Binding Effect …

11.3. Interpretation …

11.4. Conflicts of Interest …

11.5. Governing Law … Florida …

11.6. Severability …

11.7. Notices …

11.8. Amendments require all Partners …

11.9. Remedies are cumulative …

INTENDING TO BE BOUND, the Partners have executed this Agreement as of the Effective Date.

Partner: ____________________

Partner: ____________________

Exhibit A. Capital Contributions

Partner Name — Initial Capital Contributions — Ownership Interest

Partner 1 — $0.00 — 50%

Partner 2 — $0.00 — 50%

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