LLC Operating Agreement

# LIMITED LIABILITY COMPANY OPERATING AGREEMENT

**{{company_name}}, LLC**

**Effective Date:** {{effective_date}}

## ARTICLE 1: FORMATION

**1.1 Name:** {{company_name}}, LLC

**1.2 Principal Office:** {{principal_address}}

**1.3 Registered Agent:** {{registered_agent}}
**Registered Address:** {{registered_address}}

**1.4 Purpose:** {{business_purpose}}

**1.5 Duration:** The Company shall exist perpetually unless dissolved in accordance with this Agreement.

## ARTICLE 2: MEMBERS AND CAPITAL

**2.1 Initial Members and Contributions:**

| Member | Contribution | Ownership % |
|--------|-------------|-------------|
| {{member1_name}} | {{member1_contribution}} | {{member1_percentage}}% |
| {{member2_name}} | {{member2_contribution}} | {{member2_percentage}}% |

**2.2 Additional Contributions:** No member shall be required to make additional contributions without unanimous consent.

**2.3 Capital Accounts:** The Company shall maintain a capital account for each member.

## ARTICLE 3: ALLOCATIONS AND DISTRIBUTIONS

**3.1 Profits and Losses:** Allocated in proportion to ownership percentages.

**3.2 Distributions:** {{distribution_policy}}

**3.3 Tax Elections:** The Company shall be taxed as: {{tax_classification}}

## ARTICLE 4: MANAGEMENT

**4.1 Management Structure:** {{management_type}}

**4.2 Managers (if Manager-Managed):**
{{managers}}

**4.3 Manager Authority:** Managers may conduct ordinary business. The following require member approval:
{{member_approval_required}}

**4.4 Voting:** Members vote in proportion to ownership. Actions require {{voting_requirement}}.

**4.5 Meetings:** {{meeting_requirements}}

## ARTICLE 5: MEMBERS

**5.1 Rights:** Members have the right to:
- Vote on major decisions
- Receive distributions
- Inspect books and records
- Receive financial statements

**5.2 Limitations:** No member may bind the Company without authorization.

## ARTICLE 6: TRANSFER OF INTERESTS

**6.1 Restrictions:** Membership interests may not be transferred without:
{{transfer_restrictions}}

**6.2 Right of First Refusal:** {{rofr_terms}}

**6.3 Permitted Transfers:** {{permitted_transfers}}

## ARTICLE 7: WITHDRAWAL AND BUYOUT

**7.1 Voluntary Withdrawal:** A member may withdraw with {{withdrawal_notice}} notice.

**7.2 Buyout Terms:** {{buyout_terms}}

**7.3 Valuation:** {{valuation_method}}

## ARTICLE 8: DISSOLUTION

**8.1 Events of Dissolution:**
{{dissolution_events}}

**8.2 Winding Up:** Upon dissolution, assets shall be distributed:
1. To creditors
2. To members for unreturned capital
3. To members in proportion to ownership

## ARTICLE 9: MISCELLANEOUS

**9.1 Amendments:** This Agreement may be amended with {{amendment_requirement}}.

**9.2 Governing Law:** {{governing_state}}

**9.3 Entire Agreement:** This constitutes the entire operating agreement.

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## MEMBER SIGNATURES

**Member 1:**

Signature: {{member1_signature}}
Name: {{member1_name}}
Date: {{member1_date}}

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**Member 2:**

Signature: {{member2_signature}}
Name: {{member2_name}}
Date: {{member2_date}}