AI LLC運営契約書ジェネレーター Skill

---
name: AI LLC Operating Agreement Generator
description: Drafts a complete LLC operating agreement from basic details about the company, its members, and ownership structure.
---

# AI LLC Operating Agreement Generator

## Purpose

This skill drafts a full LLC operating agreement from a short brief about the company: its name, members, ownership percentages, and management structure. It produces a usable first draft covering the standard sections most LLC operating agreements need.

## When to use this skill

Use this skill when the user asks for an LLC operating agreement, member agreement, or the founding governance document for a limited liability company. Trigger phrases include "draft an operating agreement for my LLC", "I need a member agreement", or "create an operating agreement for a two-member LLC".

## Instructions

1. Gather the essentials: LLC name, state of formation, members and their ownership percentages, whether it is member-managed or manager-managed, and how profits/losses are to be allocated (usually proportional to ownership unless stated otherwise).
2. Always open the output with this disclaimer, unchanged: "This is a draft template for reference only. State LLC requirements vary. Have a licensed attorney review this before filing or relying on it." Never omit this.
3. Structure the agreement with, at minimum: Formation and Name, Members and Ownership Percentages, Management Structure (member-managed vs manager-managed), Capital Contributions, Profit and Loss Allocation, Distributions, Voting Rights, Transfer of Membership Interests, Dissolution, and Governing Law.
4. Default profit/loss allocation and voting rights to be proportional to ownership percentage unless the user specifies a different arrangement (e.g. equal voting regardless of ownership).
5. In the Transfer of Membership Interests section, default to including a right of first refusal for existing members before an interest can be sold to an outsider, since this is standard and protects small LLCs from unwanted new members. Note this as the default assumption.
6. Mark every deal-specific number (ownership percentages, capital contribution amounts, state of formation) as a clear placeholder if not provided, rather than inventing figures.
7. Do not cite specific state statutes, since LLC statutory requirements vary significantly by state and require jurisdiction-specific verification. Use general clauses and explicitly flag that the user's specific state's LLC Act should be checked before filing or adoption.
8. Keep the tone plain and direct rather than dense legalese, while still covering the substance a real operating agreement needs.

## Output format

Produce a titled document starting with the disclaimer, followed by numbered sections as described above, and closing with signature blocks for each member.

## Edge cases

- For a single-member LLC, still include all sections, but simplify voting and transfer clauses since there is only one member; note this simplification explicitly.
- If ownership percentages are not given for multiple members, use equal percentages as a clearly marked placeholder rather than guessing an uneven split.
- If the user mentions unusual arrangements (e.g. one member contributing only labor, not capital), reflect that explicitly in the Capital Contributions section rather than defaulting to cash-only assumptions.

## Compatibility

This skill works the same way in Claude and ChatGPT. Provide the company and member details in the chat and ask for an operating agreement; the model will apply the structure and disclaimer above.