Operating Agreement of ____________________, LLC

Effective date: ____________________
Formation state: ____________________
Formation date and filing number: ____________________
Principal business address: ____________________
Registered agent and registered office: ____________________

1. Company and purpose

The undersigned owners (“Members”) adopt this agreement for the limited liability company named above (“Company”). The Company may conduct lawful business within its filed purpose and required licenses. Its business purpose is: ____________________. The Company continues until it closes under this agreement and applicable law.

2. Owners and contributions

Schedule A lists every Member, contribution, ownership percentage and address for notices. Contributions are due on: ____________________. Members must approve property or service contributions and their agreed value in writing. A Member’s contribution is not a loan. A loan requires a separate written agreement. No Member must provide more money without that Member’s written consent. No ownership change occurs without a signed update to Schedule A.

3. Management — choose ONE

☐ Member-managed: Members manage ordinary business. The authorized Member(s) listed in Schedule B may sign within the limits stated there.
☐ Manager-managed: The manager(s) listed in Schedule B manage ordinary business. Members do not have signing authority solely because they own a share.

The chosen structure must match the Company’s public filings where required. A majority of ownership may appoint or replace a manager, subject to any signed employment contract and mandatory law. Major decisions still require Section 4 approval.

4. Votes and major decisions

Each Member’s voting power equals that Member’s ownership percentage. More than 50% of all ownership approves ordinary Member decisions. All Members must approve: a new Member; a change in ownership rights; an amendment; a merger; sale of substantially all assets; voluntary dissolution; a new tax election; and borrowing or pledging assets above the limits in Schedule B. No Member can require another to sign a personal guarantee. Members may approve decisions at a meeting or by signed written consent, including electronic consent where allowed. Keep a record of approvals. Give each Member at least 10 days’ notice of a meeting unless all waive notice.

5. Conduct, conflicts and expenses

Members and managers must act honestly, in good faith and with reasonable care. This agreement does not waive duties that law protects. Disclose a conflict before the Company acts. A transaction involving a Member or manager requires approval by all disinterested Members and fair terms for the Company. Reimburse documented Company expenses. Pay compensation only under a written approval that states the amount and duties.

6. Accounts and records

Keep Company money in Company accounts. Keep it apart from personal money. Keep formation papers, this agreement, owner records, votes, contracts, tax returns and books at the principal office or in a shared secure record system. Members may inspect records on reasonable notice, subject to mandatory access rights. Fiscal year: ____________________. Accounting method: ____________________. Bank signers and limits appear in Schedule B.

7. Profits, losses and distributions

Unless a tax professional approves a signed tax schedule, allocate profits and losses by ownership percentage, subject to required tax rules. The manager or managing Members may approve cash distributions in those percentages after keeping funds for debts, taxes and operating needs. A distribution is not guaranteed. Make no payment that law bars or that leaves the Company unable to pay debts when due. Members may owe tax even if the Company pays no cash. Required tax-basis, capital-account and allocation rules control over inconsistent wording here.

8. Tax matters

The Company uses its applicable default tax classification unless all Members approve a valid election. This agreement does not elect S corporation status. Appoint the person who handles tax filings: ____________________. For a partnership-taxed LLC, identify its partnership representative and the scope of approval required in a reviewed tax schedule. Review owner eligibility, allocations, distributions and compensation before making an S election.

9. Transfers and new owners

A Member may transfer an interest only with all other Members’ written consent, except where law requires otherwise. A transfer of payment rights does not by itself grant management or membership rights. A new Member must sign an agreement to join and an updated Schedule A. Any transfer must meet tax, lender, contract and securities rules.

10. Death, incapacity, withdrawal and buyouts

No Member has a promised buyout or automatic right to withdraw cash. Death, incapacity or withdrawal does not by itself end the Company if lawful continuation is available. The lawful representative may exercise the rights that applicable law grants. Remaining Members may agree to admit a successor or buy an interest through a separate signed agreement. Before signing this agreement, Members should complete a buyout schedule with triggering events, value method, payment terms and funding. A dispute alone does not force a sale or forfeiture.

11. Liability and protection of Company funds

Company debts belong to the Company except where law or a signed personal obligation provides otherwise. This agreement does not protect fraud, improper transfers or personal guarantees. Any reimbursement, indemnity or advance of defense costs must receive lawful approval and meet applicable law. This agreement grants no blanket waiver or automatic indemnity for misconduct.

12. Disputes and deadlock

Members first meet in good faith to resolve a dispute. If no resolution follows within 30 days after written notice, they seek a mutually selected mediator. They share mediation fees unless they agree otherwise. Mediation does not stop a filing deadline or bar urgent court relief. No mandatory arbitration or forced buyout applies unless the affected parties later sign a separate agreement. If mediation fails, a party may use a court with lawful authority.

13. Closing the Company

The Company closes after unanimous written approval or another event that requires closure under law. The person winding up collects assets, pays or provides for debts and costs, completes tax and state filings, and distributes any balance under applicable law and reviewed tax-account rules. Members receive no distribution ahead of creditors. Keep a final record of payments and remaining obligations.

14. Law, notices and amendments

The law of the formation state governs internal Company matters, subject to rules that cannot be changed by agreement. Mandatory law controls over an inconsistent clause. If one clause is unenforceable, the rest applies to the extent allowed. Send notices to Schedule A addresses by a method that produces a record of delivery. Members may change this agreement only through a signed writing approved by all Members. This agreement and its signed schedules replace prior internal agreements on the same subjects. Signatures may be in counterparts or electronic form where allowed.

Schedule A — Members and ownership

Total ownership: 100%. Add rows as needed.

Schedule B — Authority and limits

Manager(s), if chosen: ____________________
Authorized contract signers: ____________________
Bank signers and required approvals: ____________________
Borrowing limit before unanimous approval: $____________________
Asset pledge or guarantee limit before unanimous approval: $____________________
Other signing or spending limits: ____________________

An unfilled limit grants no authority for that action. Obtain unanimous written approval before acting beyond the completed authority.

Signatures — each Member signs

Member legal name: ____________________
Signature and capacity: ____________________
Date: ____________________

Member legal name: ____________________
Signature and capacity: ____________________
Date: ____________________

Member legal name: ____________________
Signature and capacity: ____________________
Date: ____________________

Manager acknowledgment, if applicable: ____________________
Signature and date: ____________________