OPERATING AGREEMENT

OPERATING AGREEMENT OF [COMPANY NAME], LLC

THIS OPERATING AGREEMENT (this “Agreement”) of [COMPANY NAME], LLC (the “Company”), is made and entered into as of [DATE] by and among the members listed on Exhibit A attached hereto.

ARTICLE I. FORMATION OF THE COMPANY

  • Formation. The Company was formed as a limited liability company under the laws of the State of Wyoming by the filing of its Articles of Organization on [DATE].
  • Name. The name of the Company is [COMPANY NAME], LLC.
  • Purpose. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the laws of the State of Wyoming.

ARTICLE II. MEMBERSHIP

  • Members. The Members of the Company and their respective Membership Interests are set forth on Exhibit A attached hereto.
  • Membership Interests. Each Member’s Membership Interest shall be as set forth on Exhibit A attached hereto.
  • Capital Contributions. Each Member has contributed to the capital of the Company the amount set forth opposite their name on Exhibit A attached hereto.

ARTICLE III. MANAGEMENT

  • Manager-Managed. The Company shall be managed by [MANAGER NAME], who shall have the sole and exclusive power and authority to manage the affairs of the Company.
  • Powers of the Manager. The Manager shall have all powers necessary or convenient to manage the affairs of the Company, including the power to:
  1. Enter into contracts on behalf of the Company;
  2. Borrow money on behalf of the Company;
  3. Make investments on behalf of the Company;
  4. Distribute profits and losses to the Members;
  5. Take any other action necessary or appropriate to carry out the purposes of the Company.
  6. The manager(s) of the company shall have the power to appoint officers to the company, including but not limited to a president, vice president, secretary, and treasurer. Such officers shall have the duties and powers as may be assigned to them by the manager(s) or as set forth in the operating agreement.
    • Removal of Manager. The Manager may be removed with or without cause by the unanimous consent of the Members.

ARTICLE IV. CAPITAL CONTRIBUTIONS, PROFITS AND LOSSES

  • Capital Contributions. Each Member has made a capital contribution to the Company as set forth on Exhibit A attached hereto. No member shall have any right to demand the return of their capital contribution to the company. Any distribution made to a member shall be made solely at the discretion of the manager(s) of the company.
  • Profits and Losses. The profits and losses of the Company shall be allocated among the Members in proportion to their Membership Interests.
  • Distributions.
  1. Distributions of profits and losses shall be made in accordance with the provisions set forth in this Agreement.
  2. The company shall not be required to make any distributions to its members. The decision to make any distributions shall be made at the discretion of the manager(s) of the company.
  3. The company may make distributions to its members in any amounts and at any time, and such distributions need not be made in proportion to the members’ ownership interests in the company.
    • Tax Matters. The Members intend that the Company shall be treated as a partnership for federal income tax purposes.

ARTICLE V. MEETINGS AND VOTING

  • Meetings of Members. Meetings of the Members may be called by the Manager or any Member upon notice to the other Members.
  • Quorum. For the transaction of business, a meeting of the Members shall consist of Members holding [X]% of the Membership Interests.
  • Voting. Each Member shall have voting rights in proportion to their Membership Interests, subject to the provisions of this Agreement.
  • Actions Requiring Unanimous Consent. The following actions shall require the unanimous consent of the Members:
  1. Any amendment to this Agreement;
  2. Any dissolution of the Company;
  3. Any sale, transfer, or encumbrance of all or substantially all of the Company’s assets;
  4. Any admission of a new Member to the Company.

ARTICLE VI. TRANSFER OF MEMBERSHIP INTERESTS

  • Restrictions on Transfer. No Member shall sell, transfer, or assign all or any part of their Membership Interest without the prior written consent of the Manager and the other Members. Any attempted sale, transfer, or assignment without such consent shall be null and void.
  • Permitted Transfers. A Member may transfer their Membership Interest to any Affiliate or to a trust for the benefit of the Member or their family members, provided that the transferee agrees in writing to be bound by the terms of this Agreement.
  • Charging Order Protection. In the event that a judgment creditor of a Member obtains a charging order against the Member’s Membership Interest, the following provisions shall apply:
  1. The charging order shall be the exclusive remedy of the judgment creditor;
  2. The judgment creditor shall have no rights to interfere with the management or operations of the Company;
  3. The judgment creditor shall have no rights to any distributions that may be made to the Member, unless and until such distributions are actually made;
  4. The Manager shall have the right to redeem the Membership Interest from the judgment creditor, upon payment of the fair market value of the Membership Interest, as determined in accordance with the provisions of this Agreement.

ARTICLE VII. DISSOLUTION AND LIQUIDATION

  • Events of Dissolution. The Company shall be dissolved upon the occurrence of any of the following events:
  1. The unanimous consent of the Members;
  2. The death, disability, bankruptcy, or expulsion of a Member; However, upon the death of a member, the member’s interest in the company shall be transferred to the member’s estate or legal heirs, subject to the rights and obligations set forth in this operating agreement. The remaining members shall have a right of first refusal to purchase the deceased member’s interest in the company, in accordance with the terms set forth in this operating agreement.
  3. The entry of a decree of judicial dissolution by a court of competent jurisdiction.
    • Liquidation. Upon the occurrence of an event of dissolution, the Company shall be liquidated and wound up in accordance with the provisions of the Wyoming Limited Liability Company Act.
    • Distribution of Assets. After payment of all debts and liabilities of the Company, any remaining assets shall be distributed to the Members in proportion to their Membership Interests.

ARTICLE VIII. MISCELLANEOUS

  • Notices. All notices, consents, and other communications required or permitted under this Agreement shall be in writing and shall be delivered personally, by mail, or by email to the address or email address specified by the recipient.
  • Non-Binding Mediation and Binding Arbitration in Case of Internal Dispute: In the event of any dispute arising between the Members or between the Members and the Company, the Members agree to attempt to resolve such dispute through non-binding mediation. If the dispute is not resolved through mediation within 60 days, either party may initiate binding arbitration in accordance with the rules of the American Arbitration Association. Any award rendered by the arbitrator shall be final and binding upon the parties and judgment upon the award may be entered in any court having jurisdiction thereof.
  • Severability Clause: If any provision of this Operating Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed to be modified or omitted to the extent necessary to render it valid and enforceable under applicable law, and the validity and enforceability of the remaining provisions shall not be affected thereby.
  • Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming.
  • Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements.
  • This Agreement may be amended only by a written instrument executed by all of the Members.
  • Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns.

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

[MANAGER NAME], Manager

[MEMBER NAMES], Members

EXHIBIT A TO THE OPERATING AGREEMENT OF [COMPANY NAME], LLC

MEMBER’S INTEREST

Member Name: [Insert Name]

Member Address: [Insert Address]

Class of Membership: [Insert Class]

Number of Membership Units: [Insert Number]

Percentage of Ownership: [Insert Percentage]

Capital Contributions:

[Insert Capital Contributions]

Distributions:

[Insert Distribution Provisions]

Transfer Restrictions:

[Insert Transfer Restrictions]

Additional Provisions:

[Insert Any Additional Provisions]

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