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This tool generates draft documents intended for attorney review and final issuance. Use of this tool is governed by your engagement letter with Donovan Legal PLLC and does not by itself create an attorney–client relationship.
Generates draft operating agreements and companion documents for multi-tier, multi-member, multi-class LLC structures. Supports configurable distribution waterfalls (including IRR-hurdle promote structures with catch-up), full Subchapter K tax provisions (capital account maintenance under either Reg. § 1.704-1(b)(2)(ii)(b) substantial-economic-effect / PIPCA or targeted-capital-account / forced-allocations method, § 704(c) layer accounting under traditional, curative, or remedial methods, § 752 debt allocation provisions, § 754 election, BBA partnership representative under the centralized partnership audit regime, tax distribution clause), state-specific provisions for fourteen jurisdictions, and companion documents (subscription agreement, joinder, capital call notice, side-letter framework).
High-level deal identifiers used in every document.
Add each entity in your stack, top-down. Typical structures: two-tier (HoldCo + Property SPE); three-tier (Sponsor Manager + HoldCo Fund + Property SPE); four-tier (Sponsor Manager + Master Fund + Sub-REIT/Aggregator + Property SPE). The tool generates an operating agreement for each entity that has a partnership or LLC operating agreement structure, including disregarded single-member subsidiaries.
For each entity, list its direct members (individuals, trusts, entities, or references to another entity in your stack). Capital contributions can be cash, property, services, or a combination. For each member, select the membership class (configured in Step 4).
Define the classes of membership interest issued by each multi-member, partnership-taxed entity. Single-member and disregarded entities skip this step. Common structures: single class (pro rata); two-class (Preferred / Common); three-class (Preferred / Common / Profits Interest).
Configure the distribution waterfall for each partnership-taxed multi-member entity. Choose a preset and customize the tier parameters, or assemble custom tiers. The tier definitions translate directly into Article VI of the entity’s operating agreement.
Configure the tax provisions for each entity. The options control capital account maintenance, allocations under Reg. § 1.704-1(b), § 704(c) layer accounting, debt allocation under § 752, basis-adjustment elections under § 754, the BBA partnership representative, and tax distribution mechanics.
Optional clauses applicable to each entity. SPE provisions are typically required by commercial lenders for entities holding financed real estate. Charging-order, transfer-restriction, and drag/tag provisions are commonly negotiated. Buy-sell and dissolution triggers vary widely by deal.
Verify the configuration and generate the draft document set. Each entity in the stack produces its own Operating Agreement; companion documents (Subscription Agreement, Joinder, Capital Call Notice, Side-Letter Framework) generate against the principal investment vehicle (the highest-tier multi-member entity).