LLC Operating Agreement Template

Operating Agreement of [Your LLC Name]

This Operating Agreement ("Agreement") of [Your LLC Name], a [State] limited liability company (the "Company"), is entered into as of [Date], by the following Member(s):

Article I — Organization

1.1 Formation. The Company was formed on [Formation Date] by filing Articles of Organization with the [State] Secretary of State.

1.2 Name. The name of the Company is [Your LLC Name].

1.3 Principal Office. The principal office of the Company is located at [Address].

1.4 Registered Agent. The registered agent is [Agent Name] at [Agent Address].

1.5 Purpose. The Company is formed to engage in any lawful business activity permitted under the laws of [State].

1.6 Duration. The Company shall have perpetual existence unless dissolved in accordance with this Agreement.

Article II — Membership

2.1 Member(s).

Name: [Member Name]
Ownership: [100]%
Capital Contribution: $[Amount]

Article III — Management

3.1 Management Structure. The Company shall be [member-managed / manager-managed].

3.2 Authority. The managing member(s) shall have full authority to conduct the business of the Company, including entering into contracts, opening bank accounts, and hiring employees or contractors.

3.3 Major Decisions. The following decisions require unanimous consent of all Members: sale or merger of the Company, admission of new Members, amendment of this Agreement, incurring debt exceeding $[Amount].

Article IV — Capital Contributions

4.1 Initial Contributions. Each Member has made the initial capital contribution listed in Article II.

4.2 Additional Contributions. No Member shall be required to make additional capital contributions without unanimous consent.

Article V — Profits, Losses, and Distributions

5.1 Allocation. Profits and losses shall be allocated in proportion to each Member's ownership percentage.

5.2 Distributions. Distributions shall be made at the discretion of the managing member(s), provided that sufficient funds are retained for Company operations and obligations.

5.3 Tax Distributions. The Company shall distribute to each Member sufficient funds to cover their estimated tax liability arising from Company income, no less than quarterly.

Article VI — Transfer of Membership Interests

6.1 Restrictions. No Member may sell, transfer, or assign their membership interest without the prior written consent of all other Members.

6.2 Right of First Refusal. Before transferring to a third party, the selling Member must first offer their interest to the remaining Members at the proposed sale price.

6.3 Valuation. If Members cannot agree on valuation, the Company shall be valued by an independent appraiser mutually selected by the Members.

Article VII — Dissolution

7.1 Events of Dissolution. The Company shall be dissolved upon: (a) unanimous written consent of all Members, (b) entry of a judicial decree of dissolution, or (c) any event required by law.

7.2 Winding Up. Upon dissolution, the Company's assets shall be distributed in the following order: (1) payment of debts and obligations, (2) establishment of reserves for contingent liabilities, (3) distribution to Members in proportion to their ownership interests.

Article VIII — General Provisions

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

8.2 Amendments. This Agreement may only be amended by written consent of all Members.

8.3 Severability. If any provision is found invalid, the remaining provisions shall continue in full force and effect.

8.4 Entire Agreement. This Agreement constitutes the entire agreement among the Members and supersedes all prior agreements.

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

Signature: ________________________
Name: [Member Name]
Date: [Date]