OPERATING AGREEMENT FOR ASSISTED LIVING FACILITY

           OPERATING AGREEMENT FOR ASSISTED LIVING FACILITY

THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………

BETWEEN

  1. [Insert Husband’s Full Name], whose address is [Insert Husband’s Address], hereinafter referred to as (“Member 1”)

AND

  1. [Insert Wife’s Full Name], whose address is [Insert Wife’s Address], hereinafter referred to as (“Member 2”), collectively referred to as the (“Members”) or individually as a(“Member.”)

RECITALS

WHEREAS, the Members desire to form a limited liability company (the “LLC”) for the purpose of owning and operating an assisted living home;

WHEREAS, the Members intend to obtain funds from the Small Business Administration (SBA) for the operation and growth of the LLC;

WHEREAS, the Members intend to manage the LLC jointly as husband and wife;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Members agree as follows:

  1. FORMATION OF LLC:

3.1 The Members hereby form a Limited Liability Company (LLC) under the laws of the state of Texas, which shall be known as [LLC Name]. The Members shall file all necessary documents with the appropriate state authorities to establish and maintain the LLC’s legal existence.

3.2 The Members of the LLC are [Husband’s Full Name] and [Wife’s Full Name]. Each Member shall have an equal and undivided 50% ownership interest in the LLC.

 

 

3.3 The principal place of business of the LLC shall be located at [Address]. The Members may establish additional offices or facilities as necessary.

  1. TERM

4.1 The term of the LLC shall commence on the effective date of this Agreement and shall continue until dissolved by the members.

  1. BUSINESS PURPOSE:

5.1 The primary purpose of the LLC is to operate an assisted living home in accordance with all applicable laws, regulations, and licensing requirements.

5.2 The LLC shall provide comprehensive assisted living services, including but not limited to housing, personal care, meals, medication management, and recreational activities to elderly individuals in need of assistance.

  1. CAPITAL CONTRIBUTIONS:

6.1 The Members acknowledge that the capital for the LLC shall be sourced entirely from the Small Business Administration (SBA) loan. Therefore, no initial contributions in cash or assets are required from the Members

6.2 If additional capital is required beyond the funding obtained from the SBA or other lenders, the Members shall explore alternative financing options and agree upon the best course of action to secure the additional capital.

  1. ALLOCATION OF PROFITS AND LOSSES:

7.1 The Members acknowledge and agree that the LLC does not have a specific profit-sharing formula in place. Instead, profits and losses shall be shared equally between the Members, regardless of any variations in their contributions or responsibilities.

7.2 In the event that it becomes necessary or appropriate to adjust the allocation of profits between the Members due to changes in circumstances, additional contributions, or other factors, such adjustments shall be made by mutual agreement in good faith. The Members shall endeavor to ensure that any adjustments made are fair and reasonable.

  1. MANAGEMENT AND DECISION MAKING:

8.1The Company shall be managed by the Members jointly.

8.2 Each Member shall have equal voting rights in the management and decision-making processes of the Company.

8.3 The Members shall meet at least [Frequency] to discuss and make decisions regarding the Company’s operations, financial matters, and any other relevant issues. Meetings may be conducted in person or via teleconference.

8.4 All major decisions, including but not limited to, the purchase or sale of property, modification of the Company’s bylaws, or the admission of new Members, shall require unanimous consent from the Members.

8.5 The Members shall have the authority and responsibility to make all decisions regarding the day-to-day operations of the LLC, including but not limited to personnel management, financial management, marketing, and strategic planning.

  1. ADDITIONAL MEMBERS:

9.1 The admission of new Members to the LLC shall require the unanimous written consent of the existing Members.

9.2 If a new Member is admitted to the LLC, the new Member shall make an initial capital contribution in proportion to their ownership interest, as determined by the Members.

  1. BOOKS AND RECORDS:

10.1 The LLC shall maintain complete and accurate books of account and financial records.

10.2 Each Member shall have the right to access and inspect the LLC’s books and records upon reasonable notice.

  1. DISTRIBUTIONS AND TAX ALLOCATIONS:

11.1 The Members shall determine the timing and amount of the distributions to be made from the LLC’s profits, subject to applicable legal requirements.

11.2 The LLC’s profits, losses, and tax attributes shall be allocated to the Members in proportion to their ownership interests for tax purposes.

  1. DISSOLUTION AND LIQUIDATION:

12.1 The LLC shall be dissolved upon the occurrence of any of the following events:

  1. a) Unanimous agreement of the Members
  2. b) Bankruptcy, death, or incapacity of a Member
  3. c) Other events as provided by applicable law

12.2 Upon dissolution, the LLC’s assets shall be liquidated and distributed to the Members in proportion to their ownership interests, as determined by their capital account balances.

  1. DISPUTE RESOLUTION:

13.1 Any dispute arising out of or relating to this Agreement shall be resolved through mediation administered by the American Arbitration Association in accordance with its Commercial Mediation Procedures. If the dispute cannot be resolved through mediation, the parties agree to submit to the exclusive jurisdiction of the courts located in Texas.

  1. GOVERNING LAW:

14.1 This Agreement shall be governed by and construed in accordance with the laws of the state of Texas, without regard to its conflict of laws principles.

  1. ENTIRE AGREEMENT:

15.1 This Agreement represents the entire understanding between the Members and supersedes any prior agreements, written or verbal, regarding the subject matter herein. Any amendments or modifications to this Agreement must be made in writing and signed by both parties.

  1. AMENDMENTS:

16.1 No amendment or modification of this Agreement shall be valid or binding unless it is in writing and signed by both parties hereto.

  1. WAIVER:

17.1 The parties agree that no waiver of the rights under this agreement shall be construed as a continuing waiver or as consent to any future or subsequent breaches.

  1. COUNTERPARTS:

18.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Signed by or on behalf of:

THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING BELOW, ACCEPTED THE TERMS OF THIS AGREEMENT

MEMBER 1                                                     MEMBER 2

NAME:                                                           NAME:

_________________________                    _________________________

SIGNATURE:                                                    SIGNATURE:

_________________________                     _________________________

DATE:                                                           DATE:

_________________________                     _________________________

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