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LLC Operating Agreement
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LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF [COMPANY NAME]
This Operating Agreement ("Agreement") of [COMPANY NAME], a [STATE OF FORMATION] limited liability company ("Company"), is entered into as of [EFFECTIVE DATE], by and among the Members identified herein.
ARTICLE I — FORMATION AND ORGANIZATION
1.1 Formation. The Company was formed as a limited liability company under the laws of the State of [STATE OF FORMATION] upon the filing of its Articles of Organization.
1.2 Company Name. The Company shall conduct business under the name "[COMPANY NAME]."
1.3 Principal Office. The Company's principal office shall be located at [PRINCIPAL ADDRESS].
1.4 Registered Agent. The Company's registered agent shall be [REGISTERED AGENT].
1.5 Purpose. The Company is organized for the purpose of [BUSINESS PURPOSE] and any other lawful activity permitted under [STATE OF FORMATION] law.
ARTICLE II — MEMBERS AND OWNERSHIP
2.1 Members. The initial members and their ownership percentages are:
[MEMBERS]
2.2 Additional Members. The admission of additional Members requires the unanimous written consent of all existing Members.
ARTICLE III — MANAGEMENT
3.1 Management. The Company shall be [MANAGEMENT TYPE].
3.2 Manager(s). [MANAGER NAME] is/are hereby designated as Manager(s) and shall have authority to manage the day-to-day affairs of the Company.
3.3 Major Decisions. The following decisions require unanimous consent of all Members: (a) amending this Agreement; (b) admitting new Members; (c) selling substantially all Company assets; (d) dissolution of the Company; (e) any transaction over $50,000 outside the ordinary course of business; and (f) any encumbrance of Company assets.
ARTICLE IV — CAPITAL AND DISTRIBUTIONS
4.1 Capital Contributions. Members shall contribute capital as agreed in a separate Capital Contribution Schedule.
4.2 Allocations. Profits and losses shall be allocated to Members in proportion to their respective ownership percentages.
4.3 Distributions. The Manager(s)/Members may make distributions at any time, subject to the Company maintaining adequate working capital. Distributions shall be made in proportion to ownership percentages.
ARTICLE V — FISCAL MATTERS
5.1 Fiscal Year. The Company's fiscal year ends on [FISCAL YEAR END].
5.2 Tax Treatment. The Company shall be treated as a [TAX TREATMENT] for federal income tax purposes.
5.3 Books and Records. The Company shall maintain complete and accurate financial books and records, available to all Members upon request.
ARTICLE VI — TRANSFERS AND WITHDRAWAL
6.1 Transfer Restrictions. No Member may transfer their membership interest without prior written consent of all other Members, which consent may be withheld in each Member's sole discretion.
6.2 Withdrawal. A Member may withdraw upon 90 days written notice. The Company shall purchase the withdrawing Member's interest at fair market value as determined by a mutually agreed appraiser.
ARTICLE VII — DISSOLUTION
The Company shall be dissolved upon: (a) unanimous written agreement of all Members; (b) the occurrence of an event requiring dissolution under [STATE OF FORMATION] law; or (c) a judicial determination of dissolution. Upon dissolution, the Company shall wind up affairs, pay creditors, and distribute remaining assets to Members in proportion to ownership percentages.
ARTICLE VIII — MISCELLANEOUS
8.1 Governing Law. This Agreement is governed by the laws of the State of [STATE OF FORMATION].
8.2 Amendments. This Agreement may be amended only by unanimous written consent of all Members.
AGREED as of the date first written above:
Member Signatures:
_______________________________ ________________
Signature / Name Date
_______________________________ ________________
Signature / Name Date
OF [COMPANY NAME]
This Operating Agreement ("Agreement") of [COMPANY NAME], a [STATE OF FORMATION] limited liability company ("Company"), is entered into as of [EFFECTIVE DATE], by and among the Members identified herein.
ARTICLE I — FORMATION AND ORGANIZATION
1.1 Formation. The Company was formed as a limited liability company under the laws of the State of [STATE OF FORMATION] upon the filing of its Articles of Organization.
1.2 Company Name. The Company shall conduct business under the name "[COMPANY NAME]."
1.3 Principal Office. The Company's principal office shall be located at [PRINCIPAL ADDRESS].
1.4 Registered Agent. The Company's registered agent shall be [REGISTERED AGENT].
1.5 Purpose. The Company is organized for the purpose of [BUSINESS PURPOSE] and any other lawful activity permitted under [STATE OF FORMATION] law.
ARTICLE II — MEMBERS AND OWNERSHIP
2.1 Members. The initial members and their ownership percentages are:
[MEMBERS]
2.2 Additional Members. The admission of additional Members requires the unanimous written consent of all existing Members.
ARTICLE III — MANAGEMENT
3.1 Management. The Company shall be [MANAGEMENT TYPE].
3.2 Manager(s). [MANAGER NAME] is/are hereby designated as Manager(s) and shall have authority to manage the day-to-day affairs of the Company.
3.3 Major Decisions. The following decisions require unanimous consent of all Members: (a) amending this Agreement; (b) admitting new Members; (c) selling substantially all Company assets; (d) dissolution of the Company; (e) any transaction over $50,000 outside the ordinary course of business; and (f) any encumbrance of Company assets.
ARTICLE IV — CAPITAL AND DISTRIBUTIONS
4.1 Capital Contributions. Members shall contribute capital as agreed in a separate Capital Contribution Schedule.
4.2 Allocations. Profits and losses shall be allocated to Members in proportion to their respective ownership percentages.
4.3 Distributions. The Manager(s)/Members may make distributions at any time, subject to the Company maintaining adequate working capital. Distributions shall be made in proportion to ownership percentages.
ARTICLE V — FISCAL MATTERS
5.1 Fiscal Year. The Company's fiscal year ends on [FISCAL YEAR END].
5.2 Tax Treatment. The Company shall be treated as a [TAX TREATMENT] for federal income tax purposes.
5.3 Books and Records. The Company shall maintain complete and accurate financial books and records, available to all Members upon request.
ARTICLE VI — TRANSFERS AND WITHDRAWAL
6.1 Transfer Restrictions. No Member may transfer their membership interest without prior written consent of all other Members, which consent may be withheld in each Member's sole discretion.
6.2 Withdrawal. A Member may withdraw upon 90 days written notice. The Company shall purchase the withdrawing Member's interest at fair market value as determined by a mutually agreed appraiser.
ARTICLE VII — DISSOLUTION
The Company shall be dissolved upon: (a) unanimous written agreement of all Members; (b) the occurrence of an event requiring dissolution under [STATE OF FORMATION] law; or (c) a judicial determination of dissolution. Upon dissolution, the Company shall wind up affairs, pay creditors, and distribute remaining assets to Members in proportion to ownership percentages.
ARTICLE VIII — MISCELLANEOUS
8.1 Governing Law. This Agreement is governed by the laws of the State of [STATE OF FORMATION].
8.2 Amendments. This Agreement may be amended only by unanimous written consent of all Members.
AGREED as of the date first written above:
Member Signatures:
_______________________________ ________________
Signature / Name Date
_______________________________ ________________
Signature / Name Date