Pelzer and Salisbury, LLC
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Why "Form" LLC Operating Agreements Are Usually Not Modified


When I organized “Form” LLCs I did not modify the “form” LLC Operating Agreements. The following quoted paragraph (from an article written for attorneys by the law firm of Hartley & Hartley which I found on the Internet at that firm's web site) is a good summary of why.

"The problems in modifying the existing form [document] include: Creating an ambiguity. Most forms are tightly worded. A change in the language in one section may impact on all the other sections. Unless you are extremely familiar with the nuances of your document, you may be creating an ambiguity.... Creating contradictions. Worse than creating an ambiguity, you may create two sections that are at war with each other. Maybe you'll be lucky and the clients will catch it and all that happens is that you'll be a bit embarrassed. Creating a new problem. Change the wording of your form, and you may be adding a new issue. Have you thought out all the implications of the new language in addition to the above two items?"

Now I use client input from my Pre-Organization Questionnaire Letter, the draft LLC Operating Agreement, and my Attorney Letter to modify or amend the LLC Operating Agreement to suit the particular LLC.

“There is a useless lawsuit in every useless word…and every loose, sloppy phrase plays the part of the typhoid carrier.” Elihu Root (longtime friend of Teddy Roosevelt, Secretary of State, and "lawyer without peer"), The Layman’s Criticism of the Lawyer” 39 American Bar Association Report 386, 395 (1914).


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