Operating Agreement Template

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Company Name: Company Name, LLC

Date: Date

State of Formation: State

This Operating Agreement is entered into by and among the Members of Company Name, LLC.

1. FORMATION AND PURPOSE

Articles Filed: Date with State Secretary of State

Principal Office: Address

Registered Agent: Name and Address

Business Purpose: Description of business activities

2. MEMBERS AND OWNERSHIP

| Member Name | Address | Capital Contribution | Ownership % | Membership Units | |-------------|---------|---------------------|-------------|------------------| | Name | Address | \$Amount | % | Number | | Name | Address | \$Amount | % | Number | | Total | | \$Amount | 100% | Number |

Additional Contributions: Permitted with approval of % of Members.

3. MANAGEMENT STRUCTURE

Member-Managed: All Members have authority to bind Company Manager-Managed: Designated Manager(s) conduct business

Manager(s): Names if manager-managed

Voting Rights: Each Member votes in proportion to ownership percentage.

Decisions Requiring Member Vote:

• Admission of new Members
• Amendment of Operating Agreement
• Sale of substantially all assets
• Merger or dissolution
• Loans exceeding \$Amount
• Annual budget exceeding \$Amount
• Purchase of real property
• Admission of new managers

Percentage Required: Majority/%/Unanimous

4. CAPITAL CONTRIBUTIONS AND ACCOUNTS

Initial Contributions: As set forth above, paid in cash/property/services.

Capital Accounts: Maintained for each Member per tax regulations.

• Increased by: Contributions and profit allocations
• Decreased by: Distributions and loss allocations

Additional Capital Calls:

Members may be required to make additional contributions if approved by % of Members. Failure to contribute: Consequences - dilution/default/termination

5. ALLOCATIONS AND DISTRIBUTIONS

Profit and Loss Allocation: In proportion to ownership percentages unless otherwise agreed.

Tax Allocations: Made in accordance with Treasury Regulations and members' capital accounts.

Distributions:

• Discretionary distributions at Manager/Member discretion
• Tax distributions quarterly to cover estimated tax liabilities
• Distributed pro rata to ownership

Distribution Restrictions: No distribution if would render Company insolvent.

6. TRANSFER OF MEMBERSHIP INTERESTS

Restrictions: Members may not transfer interests without prior written consent of % of non-transferring Members.

Right of First Refusal:

1. Member desiring to transfer ("Selling Member") provides notice with terms 2. Company has 30 days to purchase at offered price 3. If Company declines, other Members have 30 days to purchase pro rata 4. If all decline, Selling Member may sell to third party on same terms within 90 days

Permitted Transfers: To family members or trusts (subject to same restrictions)

Transferee Rights: Transferee receives economic rights only unless admitted as Member.

7. MEETINGS AND VOTING

Annual Meeting: Date/Month each year at principal office

Special Meetings: Called by Manager(s) or Members holding %

Notice: Number days written notice

Quorum: Members holding % of interests

Action Without Meeting: By written consent of required percentage

8. DUTIES AND AUTHORITY

Fiduciary Duties:

• Duty of loyalty: Act in Company's best interests
• Duty of care: Reasonable care in decision-making
• Modified/Eliminated per state law

Authority:

• Managers/Managing Members: Ordinary business operations
• Major decisions: Require member approval per Section 3

9. BOOKS AND RECORDS

Company shall maintain:

• Accounting books and records
• Member list with addresses and ownership
• Articles and all amendments
• Financial statements
• Tax returns

Access: Members may inspect during business hours with reasonable notice.

Financial Statements: Provided to Members annually/quarterly within Number days of period end.

10. FISCAL YEAR AND TAXES

Fiscal Year: Calendar year / Year ending Month Day

Tax Treatment: Company elects to be treated as:

Partnership Corporation Disregarded entity (if single member)

Tax Returns: Prepared and distributed to Members by Date annually.

Tax Matters Partner: Name (if applicable under tax rules)

11. DISSOLUTION AND WINDING UP

Events Causing Dissolution:

• Vote to dissolve by Members holding %
• Death, withdrawal, bankruptcy of Member (unless continued by remaining Members)
• Occurrence of event requiring dissolution by state law
• Administrative dissolution

Winding Up Process:

1. Assets liquidated 2. Debts and obligations paid 3. Remaining assets distributed to Members per ownership

Certificate of Dissolution: Filed with state.

12. WITHDRAWAL AND EXPULSION

Voluntary Withdrawal: Member may withdraw with Number days notice.

Buyout: Company or remaining Members purchase interest at fair market value.

Expulsion: Member may be expelled for:

• Material breach of Agreement
• Fraud or illegal conduct
• Bankruptcy or insolvency
• Vote of % of Members

13. INDEMNIFICATION

Company shall indemnify Members and Managers against claims arising from authorized actions, except for:

• Gross negligence or willful misconduct
• Breach of fiduciary duty
• Acts not in good faith

14. AMENDMENTS

Operating Agreement may be amended by written consent of % of Members/unanimous consent.

Amendments filed with Company records.

15. GENERAL PROVISIONS

Governing Law: Laws of State

Severability: Invalid provisions severed

Binding Effect: Binds Members, heirs, and permitted assigns

Counterparts: May be executed in counterparts

SIGNATURES:

Member 1:

Signature: _______________________

Name: Name

Date: _______________________

Member 2:

Signature: _______________________

Name: Name

Date: _______________________

Additional signature blocks