AUTUMN AMOR OPERATING AGREEMENT
[INSERT DATE]
PARTY: [INSERT YOUR NAME]
RECITAL:
The party to this agreement (the "Member") is signing this agreement for the purpose of
forming a limited liability company under the Limited Liability Company Act of the state
of Georgia. (the “Act”).
AGREEMENTS:
1. FORMATION
1.1 Name. The name of this limited liability company (the "Company") is
Autumn Amor, LLC.
1.2 Articles of Organization. Articles of organization for the Company
were filed with the Secretary of State for the state of Georgia on [insert date when
you filed these documents].
1.3 Duration. The Company will exist until dissolved as provided in this
agreement.
1.4 Principal Office. The Company’s principal office will initially be at [insert
physical address of your company], but may be relocated by the Member at
any time.
1.5 Designated Office and Agent for Service of Process. The
Company’s initial designated office will be at [insert address]. The Company’s
designated office and its agent for service of process may only be changed by filing
notice of the change with the Secretary of State of the state in which the articles of
organization of the Company were filed.
1.6 Purposes and Powers. The Company is formed for the purpose of
engaging in any lawful business that a limited liability company may engage in under
the Act including but not limited to offering Cleaning Services. The Company has the
power to do all things necessary, incident, or in furtherance of that business.
1.7 Title to Assets. Title to all assets of the Company will be held in the
name of the Company. The Member does not have any right to the assets of the
Company or any ownership interest in those assets except indirectly as a result of the
Member’s ownership of an interest in the Company.
2. MEMBER
2.1 Name and Address. The name and address of the sole member of the
Company is [insert your personal address].
2.2 Termination of Member’s Interest. The Member will cease to be a
member of the Company upon the Member’s death, incompetency, or bankruptcy, or
upon assignment of the Member’s entire membership interest. Unless there are one or
more other members of the Company, the person who is the holder of the Member’s
interest immediately after the Member ceases to be a member will become a member.
If there are one or more other members of the Company at the time the Member
ceases to be a member, the person who is the holder of the Member’s interest
immediately after the Member ceases to be a member will become a member only with
the consent of the other member or members.
2.3 Additional Members. Except for the holder of a member’s interest who
becomes a member under the provisions of the section of this agreement relating to
termination of member’s interest, additional members of the Company may be admitted
only by written agreement of the Member and the additional members.
3. CAPITAL
3.1 Initial Capital Contribution. [indicate how you intend to raise the capital,
or how you raised the capital for Autumn Amor LLC]
3.2 Additional Contributions. Except as otherwise provided in the Act, the
Member is not required to contribute additional capital to the Company. But the Member
may make additional capital contributions to the Company from time to time as the
Member wishes.
3.3 No Interest on Capital Contributions. No interest will be paid on
capital contributions.
3.4 Capital Account. A capital account will be maintained for the Member.
The Member’s capital account will be credited with all capital contributions made by the
Member and with all income and gain (including any income exempt from federal
income tax) of the Company, and the Member’s capital account will be charged with the
amount of all distributions made to the Member and with all losses and deductions (including
deductions attributable to tax- exempt income) of the Company.
4. PROFITS AND LOSSES AND DISTRIBUTIONS
4.1 Profits and Losses. The entire net profit or net loss of the Company for
each fiscal year will be allocated to the Member and must be reported by the Member
on all federal, state, and local income and other tax returns required to be filed by the
Member.
4.2 Distributions. Subject to the restrictions governing distributions under the
Act, distributions of cash or property may be made from time to time by the Company to
the Member, as the Member directs. But the assets of the Company may not be used to
pay the separate expenses of the Member, to make personal investments for the
account of the Member, or for any other purpose not related to the business of the
Company.
5. ADMINISTRATION OF COMPANY BUSINESS
5.1 Management. The Member has the sole right to manage and conduct
the Company’s business. Actions by the Member relating to the management of the
Company may be memorialized in written resolutions signed by the Member, but
written resolutions are not required to authorize action by the Member.
5.2 Authority of Member. The Member is the agent of the Company and
has authority to bind the Company on all matters. The authority of the Member
includes, without limitation, the authority to: (a) sell, lease, exchange, mortgage,
pledge, or otherwise transfer or dispose of all or substantially all of the property or
assets of the Company; (b) merge the Company with any other entity; (c) amend the
articles of organization of the Company or this agreement; (e) change the nature of
the business of the Company; or (f) commence a voluntary bankruptcy case for the
Company.
5.3 Compensation and Reimbursement. The Member is not entitled to the
payment of any salary or other compensation for services provided to the Company.
The Member is, however, entitled to reimbursement from the Company for reasonable
expenses incurred on behalf of the Company, including expenses incurred in the
formation, dissolution, and liquidation of the Company.
6. ACCOUNTING AND RECORDS
6.1 Books and Records. The Company may keep such books and records
relating to the operation of the Company as are appropriate and adequate for the
Company’s business. The books and records are to be available for inspection by the
Member at the principal office of the Company.
6.2 Separate Accounts. The funds, assets, properties, and accounts of the
Company must be maintained separately, and may not be commingled with those of
the Member or any other person.
6.3 Fiscal Year. The fiscal year of the Company will be the calendar year.
7. DISSOLUTION AND WINDING UP
7.1 Events of Dissolution. The Company will dissolve upon the earlier of
(a) approval of dissolution by the Member or (b) such time as the Company has no
members. Neither the death, incompetency, or bankruptcy of the Member nor the
assignment of the Member’s entire membership interest will dissolve the Company.
7.2 Winding Up and Liquidation. Upon the dissolution of the Company, the
affairs of the Company must be wound up by the Member. If the affairs of the Company
are to be wound up, a full account must be taken of the assets and liabilities of the
Company, and the assets of the Company must then be promptly liquidated. The
proceeds must first be paid to creditors of the Company in satisfaction of all liabilities
and obligations of the Company, including, to the extent permitted by law, liabilities and
obligations owed to the Member as a creditor. Any remaining proceeds may then be
distributed to the Member. Property of the Company may be distributed in kind in the
process of winding up and liquidation.
7.3 Negative Capital Account. If the Member has a negative balance in the
Member’s capital account upon liquidation of the Company, the Member will have no
obligation to make any contribution to the capital of the Company to make up the deficit,
and the deficit will not be considered a debt owed to the Company or any other person
for any purpose.
8. INDEMNIFICATION AND LIABILITY LIMITATION
8.1 Indemnification. The Company must indemnify the Member to the fullest
extent permissible under the law of the state in which the articles of organization of the
Company have been filed, as the same exists or may hereafter be amended, against all
liability, loss, and costs (including, without limitation, attorneys’ fees) incurred or
suffered by the Member by reason of or arising from the fact that the Member is or was
a member of the Company, or is or was serving at the request of the Company as a
manager, member, director, officer, partner, trustee, employee, or agent of another
foreign or domestic limited liability company, corporation, partnership, joint venture,
trust, benefit plan, or other enterprise. The Company may, by action of the Member,
provide indemnification to employees and agents of the Company who are not
members. The indemnification provided in this section will not be exclusive of any other
rights to which any person may be entitled under any statute, agreement, resolution of
the Member, contract, or otherwise.
8.2 Limitation of Liability. The Member is not liable to the Company for
monetary damages resulting from the Member’s conduct except to the extent that the
Act, as it now exists or may be amended in the future, prohibits the elimination or
limitation of liability of members of limited liability companies. No repeal or amendment
of this section or of the Act will adversely affect any right or protection of the Member
for actions or omissions prior to the repeal or amendment.
9. MISCELLANEOUS PROVISIONS
9.1 Amendment. The Member may amend or repeal all or part of this
agreement by written instrument.
9.2 Governing Law. This agreement will be governed by the law of the
state of Georgia, in which the articles of organization of the Company have been
filed.
9.3 Severability. If any provision of this agreement is invalid or
unenforceable, it will not affect the remaining provisions.
IN WITNESS WHEREOF, the Member to this Agreement executes this Operating
Agreement as of the date and year first above written:
1. [Insert your full legal name] – /s/________________________________
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