LLC Operating Agreement Template (Limited Liability Company)

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This Limited Liability Company Operating Agreement (this “Agreement”) is entered into as of [Date], by and among the Members listed in Exhibit A (each, a “Member” and collectively, the “Members”).

The Members, intending to form a limited liability company under the laws of the State of [State], hereby agree as follows:

1. Formation

1.1 Name. The name of the Company is [Company Name], LLC (the “Company”).

1.2 Formation. The Company was formed as a limited liability company under the laws of the State of [State] by filing Articles of Organization (or Certificate of Formation) with the Secretary of State.

1.3 Term. The Company shall continue until dissolved in accordance with this Agreement.

1.4 Principal Office. The Company’s principal office shall be located at [address], or such other place as the Members may determine.

2. Purpose

The purpose of the Company is to engage in [general business purpose or specify activity], and to engage in any other lawful business activities permitted under the laws of [State].

3. Membership Interests

3.1 Members. The names, addresses, and ownership percentages (the “Membership Interests”) of the Members are set forth in Exhibit A.

3.2 Capital Contributions. Each Member has contributed the cash, property, or services described in Exhibit A.

3.3 Additional Contributions. No Member shall be required to make additional capital contributions. Additional contributions may be made only with unanimous consent of the Members.

4. Management

4.1 Management. The Company shall be [☐ Member-Managed / ☐ Manager-Managed].

4.2 Authority.

If Member-Managed: Each Member has authority to bind the Company in the ordinary course of business.

If Manager-Managed: The Members appoint [Name of Manager(s)] as Manager(s). The Manager shall have full authority to manage and control the Company’s business, except for matters requiring Member approval under this Agreement.

4.3 Major Decisions. The following actions require approval of Members holding at least [majority/unanimous] of the Membership Interests:(a) admitting new Members;(b) amending this Agreement;(c) dissolving the Company;(d) incurring debt above $[amount];(e) selling substantially all of the Company’s assets.

5. Allocations and Distributions

5.1 Profits and Losses. Profits and losses shall be allocated among the Members in proportion to their Membership Interests.

5.2 Distributions. Distributions of available cash shall be made at such times and in such amounts as determined by the Members (or Manager, if Manager-Managed), in proportion to Membership Interests unless otherwise agreed.

6. Books and Records

6.1 Records. The Company shall maintain complete and accurate books of account at its principal office.

6.2 Fiscal Year. The Company’s fiscal year shall end on [month/day].

6.3 Access. Each Member shall have the right to inspect and copy Company records during normal business hours.

7. Transfer of Interests

7.1 Restrictions. No Member may sell, transfer, or assign any Membership Interest without the prior written consent of Members holding at least [majority/unanimous] of the Membership Interests.

7.2 Right of First Refusal. If a Member receives a bona fide offer to purchase their interest, the other Members shall have the right of first refusal to purchase on the same terms.

8. Withdrawal and Dissolution

8.1 Withdrawal. A Member may withdraw only with [majority/unanimous] consent of the other Members.

8.2 Dissolution. The Company shall dissolve upon the occurrence of any of the following:(a) unanimous consent of the Members;(b) sale of substantially all assets;(c) entry of a judicial dissolution order.

8.3 Winding Up. Upon dissolution, the Company’s assets shall be liquidated, and proceeds shall be applied in the following order:(a) to creditors, including Members who are creditors;(b) to Members in proportion to their positive capital account balances.

9. Miscellaneous

9.1 Governing Law. This Agreement shall be governed by the laws of the State of [State].

9.2 Entire Agreement. This Agreement constitutes the entire agreement among the Members regarding the Company.

9.3 Amendments. This Agreement may be amended only by written agreement of Members holding at least [majority/unanimous] of the Membership Interests.

9.4 Severability. If any provision is invalid, the remainder shall continue in full force and effect.

IN WITNESS WHEREOF, the Members have executed this Operating Agreement as of the Effective Date.

Member Signatures

Member 1:Signature: ___________________________Name: ______________________________Ownership %: _________________________

Member 2:Signature: ___________________________Name: ______________________________Ownership %: _________________________

Member 3 (if any):Signature: ___________________________Name: ______________________________Ownership %: _________________________

Exhibit A – Members, Contributions, and Interests

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