Company

LLC Operating Agreement

of

 

THIS OPERATING AGREEMENT (the "Agreement") is made and entered into as of ________ day of ________________, ________.

PARTIES

(1)   , of  , Ownership: 0% (0 units), Capital Contribution: USD0.00 (a "Member").

(the "Member")

BACKGROUND:

1. The Member wishes to form a limited liability company under the laws of the State of  .
2. The terms and conditions of this Agreement will govern the Member within the limited liability company.

IN CONSIDERATION OF and as a condition of the Member entering into this Agreement and other valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows:

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1. FORMATION

By this Agreement, the Member forms a Limited Liability Company (the "Company") in accordance with the laws of the State of  . The rights and obligations of the Member will be as stated in the State Limited Liability Company Act (the "Act") except as otherwise provided in this Agreement.

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2. NAME

The name of the Company will be  .

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3. PURPOSE

The purpose of the Company is to engage in any lawful business activity for which a limited liability company may be organized under the Act.

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4. PRINCIPAL OFFICE

The principal office of the Company will be located at:

 

or such other place as the Member may from time to time designate.

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5. REGISTERED AGENT

The registered agent for service of process is:

 

 

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6. TERM

The Company will continue perpetually until dissolved as provided in this Agreement or as required by law.

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7. CAPITAL CONTRIBUTIONS

The initial capital contributions of the Member are as follows:

Member	Units	Ownership %	Contribution
	0	0%	USD0.00
TOTAL	100	100%	USD0.00

Additional capital contributions may be made as follows: upon unanimous consent of the Members.

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8. CAPITAL CALLS

No capital calls are required unless the Members agree in writing.

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9. ALLOCATION OF PROFITS AND LOSSES

Net profits and losses of the Company, for both accounting and tax purposes, will be allocated to the Member in proportion to their respective ownership percentages.

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10. DISTRIBUTIONS

Distributions of available cash or other assets will be made quarterly in proportion to each Member's ownership percentage.

No distribution shall be made if such distribution would violate applicable law or render the Company insolvent.

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11. MANAGEMENT

The Company is member-managed. Management of this Company is vested in the Member. Each Member has the authority to bind the Company in contract.

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12. VOTING

Each Member will be entitled to vote on matters submitted to the Member based upon their ownership percentage in the Company.

Unless otherwise specified in this Agreement, decisions require a majority (more than 50%) of the voting interests.

The following major decisions require the unanimous consent of all Members:

• Sale or disposition of major Company assets
• Admission of new Members
• Amendment of this Operating Agreement

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13. MEETINGS

The Member may act without a formal meeting.

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14. TRANSFER OF INTERESTS

A Member may not sell, assign, transfer, or otherwise dispose of all or any part of their Membership Interest without compliance with the following provisions:

Right of First Refusal: Before any Member may transfer their interest to a non-Member, the other Member shall have the right of first refusal to purchase such interest on the same terms offered by the proposed transferee. This right must be exercised within 30 days of receiving notice of the proposed transfer.

Approval Required: Any transfer of Membership Interests requires the unanimous written consent of all Members.

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15. BUY-SELL

Upon the occurrence of death, disability, voluntary withdrawal, the Members agree to a buy-sell process to transfer the affected Member's interest.

Valuation will be determined based on fair market value.

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16. DISSOLUTION

The Company may be dissolved upon:

• Unanimous vote of all Members
• Bankruptcy or insolvency of the Company
• Entry of a judicial decree of dissolution

Dissolution of the Company shall require the unanimous vote of the Members.

Upon dissolution, the Company's assets shall be distributed in the following order: (a) to creditors, including Members who are creditors; (b) to Members in satisfaction of any outstanding distributions; and (c) to Members in accordance with their ownership percentages.

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17. INDEMNIFICATION

The Company shall indemnify and hold harmless each Member and Manager from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of any act performed or omission made in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred by this Agreement, except for acts or omissions involving intentional misconduct or knowing violation of law.

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18. CONFIDENTIALITY

Each Member agrees to keep confidential and not disclose to any third party any proprietary or confidential information of the Company, including but not limited to trade secrets, business plans, financial information, customer lists, and operational methods, except as required by law or with the prior written consent of the other Member.

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19. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or email.

Notices shall be sent to the Parties at the addresses set forth above, or to such other address as a Party may designate in writing.

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20. ASSIGNMENT

No Party may assign this Agreement without the prior written consent of the other Party, and any attempted assignment without consent is void.

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21. GOVERNING LAW

This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of  .

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22. DISPUTE RESOLUTION

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on all Parties.

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23. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by the Parties, which requires the consent of all of the Members.

No waiver of any breach of this Agreement will be deemed a waiver of any subsequent breach, and no waiver will be effective unless in writing and signed by the waiving Party.

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24. TAX MATTERS

The Company shall be classified as the default classification under applicable law for federal tax purposes.

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25. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which will be deemed an original, and signatures delivered electronically or by PDF will be binding.

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26. FISCAL YEAR

The fiscal year of the Company shall end on December 31 of each year.

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27. BOOKS AND RECORDS

The Company shall maintain accurate and complete books of account and records in accordance with generally accepted accounting principles. Such books and records shall be available for inspection by any Member upon reasonable notice.

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ENTIRE AGREEMENT

This Agreement contains the entire agreement between the Parties. All negotiations and understandings have been included in this Agreement. Statements or representations that may have been made by any Member during the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements have no force or effect in respect to this Agreement. Only the written terms of this Agreement will bind the Parties.

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28. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.