OPERATING AGREEMENT OF ____________________ , LLC
This Operating Agreement is made and adopted effective__________________________[date]
by___________________________, LLC, a limited liability company organized under the laws
of________________[state] (the Company) and_____________, its sole member (the Member).
ARTICLE I – ORGANIZATION
Section 1.1 – Company Formation and Duration. The Company has been organized as a limited
liability company managed by its members. The Company shall commence on the date of filing
of the Articles of Organization and shall exist until the Company dissolves and its affairs are
wound up in accordance with this Operating Agreement or applicable law.
Section 1.2 – Single Member. The Member is the sole member of the Company, and is the only
person having rights in the Company, including, but not limited to, the right to receive
distributions of the Company’s assets and the right to vote and manage Company affairs.
Section 1.3 – Books and Records. The Company shall maintain complete and accurate books and
records of the Company’s business and affairs.
Section 1.4 – Amendment; Entire Agreement. This Operating Agreement may be amended at
any time by the Member, for any reason. This Operating Agreement, as may be amended,
constitutes the entire agreement between the Member and Company with respect to the subject
matter hereof.
ARTICLE II – MANAGEMENT AND VOTING
Section 2.1 – Member Management. The Company shall be managed solely by the Member, who
may be known as and hold whatever title(s) the Member chooses.
Section 2.2 – Voting. The Member is entitled to 1 vote on each matter submitted to a vote. Any
and all Company actions or decisions shall require an affirmative vote of the Member.
Section 2.3 – Member Authority. The Member has the sole power and authority, on behalf of the
Company, to carry out the Company’s business and affairs, including, without limitation, the
sole power and authority to acquire, encumber, or convey real or personal property from any
source and through any means; engage in any financial transactions on behalf of the Company,
including opening, maintaining, or closing accounts, borrowing money, or the like; entering into
contracts on behalf of the Company; commence, prosecute, or defend any legal proceedings in
the Company’s name; and carry on any other business or affairs of the Company not specifically
provided herein, that is not in contravention of applicable law.
Section 2.4 – Indemnification. Unless otherwise provided by law, the Member is not liable for
the acts, debts, or obligations of the Company. The Company shall indemnify, defend,
and hold the Member harmless from and against any losses, claims, costs, damages, and
liabilities, including, without limitation, judgments, fines, amounts paid in settlement, and
expenses incurred by the Member in any civil, criminal, or investigative proceeding in which he
or she is involved or threatened to be involved by reason of the Member’s membership in or
management of the Company.
ARTICLE III – CAPITAL CONTRIBUTIONS
Section 3.1 – Capital Contributions. The Member has made or will make an initial contribution
to the capital of the Company, as set forth in Company records. If the Member determines that
additional funds are needed for the working capital of the Company, the Member may contribute
additional capital.
ARTICLE IV –DISTRIBUTIONS
Section 4.1 – Allocations and Distributions. Any and all profits and losses shall be allocated to
the Member. Distributions may be made to the Member as determined by the Member unless
otherwise provided by applicable law.
ARTICLE V – MEMBERSHIP CHANGES
Section 5.1 – New Members. The Member may by majority vote admit new member in the
Company and issue additional membership interests to new members. Any new members shall,
before being admitted and as a condition to admission, execute any document or documents
required by the Company, agree to be and become a member of the Company, and agree to be
bound by the terms of the Company Operating Agreement, which shall be amended by the
Member prior to the admission of any new members to include terms and conditions suitable for
a multi-member limited liability company.
Section 5.2 –Transfers. The Member may voluntarily sell, transfer, assign, encumber, pledge,
convey, or otherwise dispose of part or all of Member’s membership interest in Company, and in
such instance, the transferee is automatically admitted as a new member, subject to Section 5.1.
ARTICLE VI – DISSOLUTION
Section 6.1 – Dissolution. The Company shall dissolve and its affairs shall be wound up on the
consent of the Member. On dissolution, the Company shall cease carrying on its business and
affairs and shall begin to wind them up. The Company shall complete the winding up as soon as
practicable. On the winding up of the Company, its assets shall be distributed in a manner
consistent with applicable law.
CERTIFICATION OF MEMBER
The undersigned hereby agree, acknowledge, and certify that the foregoing operating agreement
is adopted and approved by the member as of this _ day of __________, 20___.
Member:
Name____________________________ Percentage: 100 %
Address ________________________________
ACKNOWLEDGMENT OF NOTARY PUBLIC
STATE OF __________
__________ County, ss.
On this _ day of _____________, 20____, before me appeared
__________, as the Member of this LLC Operating Agreement and who proved
to me through government issued photo identification to be the above-named person, in my
presence executed foregoing instrument and acknowledged that they executed the same as their
free act and deed.
Notary Public
My commission expires: _
(stamp)
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