LIMITED LIABILITY COMPANY (LLC) OPERATING AGREEMENT
This Operating Agreement (the "Agreement") is entered into as of
ARTICLE I - COMPANY INFORMATION
LLC Name : State of Formation : Select state Alabama Alaska Arizona Arkansas California Colorado Connecticut Delaware Florida Georgia Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont Virginia Washington West Virginia Wisconsin Wyoming Date of Formation : Principal Office Address : Registered Agent : Registered Agent Address : EIN :
ARTICLE II - PURPOSE OF THE COMPANY
The purpose of the Company shall be: Select Accounting and Bookkeeping Advertising and Marketing Agency Agricultural Production and Farming Aircraft Maintenance and Repair Architectural and Engineering Services Art Galleries and Studios Artisan Crafts and Handmade Goods Automotive Repair and Maintenance Beauty and Personal Care Services Biotechnology Research and Development Blockchain Technology Development Boat and Marine Services Business Consulting and Strategy Cabinetry and Woodworking Services Catering and Food Services Chemical Manufacturing Childcare and Daycare Services Cleaning and Janitorial Services Commercial Real Estate Brokerage Computer Hardware Sales and Repair Construction and Contracting Services Consumer Electronics Retail Cryptocurrency Exchange Services Data Analytics and Business Intelligence Day Spa and Wellness Services Digital Media and Content Creation E-Commerce Retail Operations Education and Tutoring Services Electrical Equipment Manufacturing Environmental Consulting Services Event Planning and Management Financial Planning and Investment Advisory Film and Video Production Fitness and Gym Facilities Florist and Plant Nursery Services Food and Beverage Manufacturing Furniture Manufacturing and Sales Graphic Design and Branding Green Energy Consulting Services Healthcare and Medical Services Home Health Care Services Hospitality and Hotel Management Import-Export Trading Industrial Machinery Manufacturing Information Technology Services Insurance Brokerage and Services Interior Design and Decoration Internet Service Provision Jewelry Design and Retail Laboratory Testing Services Landscaping and Lawn Care Services Legal Advisory and Law Practice Logistics and Transportation Services Machinery and Equipment Rental Management Consulting Services Market Research and Surveys Media and Broadcasting Services Mobile App Development Multimedia and Interactive Media Nonprofit and Charitable Activities Oil and Gas Exploration and Production Office Management and Administration Online Education Platforms Packaging and Labeling Services Paper and Pulp Manufacturing Personal Coaching and Mentoring Pharmaceutical Manufacturing Photography and Videography Services Printing and Publishing Services Private Security and Investigation Professional Employer Organization Public Relations and Communications Real Estate Acquisition and Management Recruitment and Staffing Services Renewable Energy Project Development Restaurant and Hospitality Services Residential Property Management Retail Sale of Clothing and Apparel Roofing and Siding Services Software Development and IT Services Solar Panel Installation and Services Tax Preparation and Consultancy Services Telecommunications Services Textile and Apparel Manufacturing Tourism and Travel Agency Services Training and Certification Services Transportation and Logistics Veterinary and Animal Care Services Waste Management and Recycling Services Web Design and Development Wholesale Trade of Agricultural Products Wholesale Trade of Food Products Wholesale Trade of Household Goods Wholesale Trade of Industrial Supplies Wine and Spirits Production and Sales Wood and Timber Products Manufacturing Yoga and Fitness Instruction Youth and Community Services Zoological and Animal Conservation Services Other
Description of Business Purpose:
ARTICLE III - MEMBERS
Member 1
Name : Address : Initial Capital Contribution : $Ownership Percentage :
Subject to vesting schedule?
Vesting Schedule :
Select 4-year monthly vesting with 1-year cliff 3-year monthly vesting with 1-year cliff Immediate full vesting Custom Vesting Schedule Details :
ARTICLE IV - MANAGEMENT STRUCTURE
This LLC shall be MEMBER-MANAGED. All Members shall have the authority to manage the day-to-day operations of the Company. Decisions requiring Member approval shall be made by:
ARTICLE V - CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS
Section 5.1 Initial Capital Contributions
Initial Capital Contributions of Members are set forth above.
Allow future capital contributions?
Additional capital contributions may be made with the consent of Select all Members majority of Members Members holding majority ownership
Section 5.2 No Obligation for Additional Contributions
No Member shall be required to make additional capital contributions without their written consent.
Section 5.3 Failure to Make Capital Contributions
If a Member fails to make a required capital contribution:
Section 5.4 Capital Accounts
The Company shall maintain a separate capital account for each Member. Capital accounts shall be maintained in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).
ARTICLE VI - ALLOCATIONS AND DISTRIBUTIONS
Section 6.1 Profits and Losses
Profits and losses shall be allocated to Members in proportion to their Ownership Percentages.
Profits and losses shall be allocated equally among all Members regardless of ownership percentages.
Profits and losses shall be allocated as follows:
Section 6.2 Distributions
Distributions shall be made quarterly to Members in proportion to their Ownership Percentages.
Distributions shall be made annually to Members in proportion to their Ownership Percentages.
Distributions shall be made as determined by the Members from time to time.
No regular distributions are required. Distributions may be made upon Member vote.
Section 6.3 Tax Distributions
The Company shall make distributions to Members sufficient to cover their tax liabilities arising from Company allocations at the highest marginal tax rate.
Tax distributions are not required. Members are responsible for their own tax liabilities.
ARTICLE VII - MEMBER WITHDRAWAL AND BUYOUT
Section 7.1 Voluntary Withdrawal
A Member may withdraw from the Company upon
The withdrawing Member shall be entitled to receive the fair market value of their interest.
The Company has
The withdrawing Member retains their economic interest but loses all voting and management rights. They continue to receive distributions but have no say in Company operations.
The withdrawing Member must find a buyer subject to the transfer restrictions in Article IX. If no approved buyer is found within
Section 7.2 Buyout Valuation
The buyout price shall be determined by:
An independent business appraiser mutually agreed upon by the Company and the departing Member. If agreement cannot be reached, each party selects an appraiser and those two appraisers select a third. The average of the three appraisals determines the value.
The Member's proportionate share of the Company's book value as shown on the most recent financial statements, adjusted for Select No adjustments Fair market value of assets Goodwill and intangibles Custom adjustments
Section 7.3 Payment Terms
Buyout payments shall be made:
Payment in full within
Equal {{select_field:"3year_payment_frequency"|placeholder:"Select"|options:Monthly,Quarterly,Annual|default:Quarterly}} installments over 3 years with
Equal {{select_field:"5year_payment_frequency"|placeholder:"Select"|options:Monthly,Quarterly,Annual|default:Quarterly}} installments over 5 years with
ARTICLE VIII - DEATH, DISABILITY, AND INVOLUNTARY TRANSFER
Section 8.1 Death of a Member
Upon death of a Member, the Company
Section 8.2 Disability
A Member shall be deemed disabled if unable to perform their duties for
Section 8.3 Divorce or Creditor Claims
In case of divorce or creditor claims against a Member's interest, the Company shall have the first option to purchase the affected interest at fair market value.
ARTICLE IX - TRANSFER OF MEMBERSHIP INTERESTS
Section 9.1 General Restrictions
Members may freely transfer their interests without restriction. The Company must be notified in writing within
No Member may transfer their interest without unanimous written consent of all other Members.
ARTICLE X - ADMISSION OF NEW MEMBERS
Section 10.1 Admission Requirements
New Members may be admitted upon approval of Select all existing Members majority of Members Members holding 75% ownership
Section 10.2 Dilution
Existing Members
ARTICLE XI - MEETINGS AND VOTING
Section 11.1 Annual Meeting
An annual meeting shall be held on
No annual meetings are required. Members may meet on an as-needed basis. Financial statements and company updates shall be distributed Select Quarterly Monthly Annually
Section 11.2 Special Meetings
Special meetings may be called by Select any Member Members holding 25% ownership majority of Members
Section 11.3 Notice
Written notice of
Section 11.4 Major Decisions Requiring Supermajority
The following decisions require approval of Select Members holding 67% ownership Members holding 75% ownership all Members
Section 11.5 Deadlock Resolution
In case of deadlock:
Tiebreaker:
ARTICLE XII - FIDUCIARY DUTIES
Section 12.1 Duty of Loyalty
Members and Managers owe a duty of loyalty to act in the best interests of the Company and other Members.
Section 12.2 Duty of Care
Members and Managers shall discharge duties in good faith with the care an ordinarily prudent person would exercise.
Section 12.3 Conflicts of Interest
Members must disclose any conflicts of interest. Interested Member transactions require approval of disinterested Members.
Section 12.4 Company Opportunities
Members shall not usurp Company opportunities without offering them first to the Company.
ARTICLE XIII - CONFIDENTIALITY AND NON-COMPETE
Section 13.1 Confidentiality
Members shall maintain confidentiality of all Company proprietary information during membership and for
Section 13.2 Non-Compete
Include non-compete provisions?
During membership and for
Section 13.3 Non-Solicitation
Members shall not solicit Company employees or customers for
ARTICLE XIV - COMPENSATION AND EMPLOYMENT
Section 14.1 Member Compensation
Compensation for Members :
Section 14.2 Employment
Members
Section 14.3 Expense Reimbursement
Reasonable business expenses shall be reimbursed upon submission of documentation.
Section 14.4 Benefits
Will Company provide benefits?
Employee-Members shall be eligible for:
The Company does not provide employee benefits. Members are responsible for their own health insurance, retirement planning, and other benefits. Members may receive distributions to help cover such costs at the discretion of Select the Managing Member(s) majority vote all Members
ARTICLE XV - INTELLECTUAL PROPERTY
Section 15.1 Work Product
All work product created by Members in scope of Company business belongs to the Company.
Section 15.2 Prior IP
Members retain ownership of pre-existing IP but grant Company a license to use if needed for business.
Section 15.3 Inventions Assignment
Members assign all Company-related inventions, patents, and copyrights to the Company.
ARTICLE XVI - BANKING AND FINANCIAL CONTROLS
Section 16.1 Bank Accounts
Bank accounts shall be maintained at
Section 16.2 Signatory Authority
- Checks under $
Select any single Member majority of Members all Members two Members
Select any Manager all Managers two Managers majority of Members all Members
Section 16.3 Authorized Signatories
All Members are authorized signatories on Company accounts.
Only Managers are authorized signatories on Company accounts unless otherwise designated by Manager resolution.
Section 16.4 Credit and Loans
Company credit cards and loans require approval per Section 11.4.
ARTICLE XVII - BOOKS, RECORDS, AND ACCOUNTING
Section 17.1 Books and Records
Complete and accurate books shall be maintained at the principal office. All Members have inspection rights upon reasonable notice.
Section 17.2 Fiscal Year
The Company's fiscal year shall be the calendar year unless otherwise determined by the Members. Any change to the fiscal year must be properly documented and comply with applicable tax regulations.
Section 17.3 Accounting Method
The Company shall use
accounting.
Section 17.4 Financial Statements
financial statements shall be provided to Members.
Section 17.5 Audit Rights
Members holding
ARTICLE XVIII - TAX MATTERS
Section 18.1 Tax Classification
The Company shall elect to be taxed as a
.
Section 18.2 Tax Representative
Section 18.3 Tax Allocations
Tax allocations shall comply with Code Section 704(b) and Treasury Regulations.
ARTICLE XIX - INSURANCE
The Company's insurance requirements shall be determined by the Members. The Members shall meet within ninety (90) days of the effective date of this Agreement to establish appropriate insurance coverage based on the Company's activities, assets, and risk profile. Insurance decisions shall be made according to the voting provisions set forth in Article XI of this Agreement. The Company shall maintain any insurance coverage required by applicable law.
ARTICLE XX - DISSOLUTION AND LIQUIDATION
Section 20.1 Dissolution Events
The Company shall dissolve upon the occurrence of any of the following events: (a) the unanimous vote of all Members to dissolve the Company; (b) the sale or other disposition of substantially all of the Company's assets; (c) the entry of a judicial decree of dissolution pursuant to applicable law; (d) the occurrence of any event that makes it unlawful for the business of the Company to be continued; or (e) any other event causing dissolution under the laws of the state of its incorporation.
Section 20.2 Liquidation
Upon dissolution, assets shall be distributed in the following order:
Section 20.3 Certificate of Cancellation
Upon completion of liquidation, Articles of Cancellation shall be filed.
ARTICLE XXI - INDEMNIFICATION
Section 21.1 Indemnification
The Company shall indemnify Members, Managers, officers, and agents for actions taken in good faith on behalf of the Company, except for gross negligence, willful misconduct, or breach of this Agreement.
Section 21.2 Advancement of Expenses
Legal expenses may be advanced pending final determination of right to indemnification.
Section 21.3 Insurance
The Company may purchase D&O insurance for Members and Managers.
ARTICLE XXII - DISPUTE RESOLUTION
Section 22.1 Good Faith Negotiation
The Members agree to first attempt to resolve any disputes arising under this Agreement through good faith negotiation and discussion among themselves.
Section 22.2 Mediation
If the Members cannot resolve a dispute through negotiation within thirty (30) days, the dispute shall be submitted to mediation before a neutral mediator mutually agreed upon by the parties. The mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Association then in effect. The costs of mediation shall be shared equally by the parties involved in the dispute.
Section 22.3 Arbitration
If mediation does not resolve the dispute within sixty (60) days of commencement, the dispute shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if they cannot agree, appointed according to AAA rules. The arbitrator's decision shall be final and binding, and judgment may be entered upon it in any court of competent jurisdiction.
Section 22.4 Venue
All dispute resolution proceedings shall take place in the city where the Company's principal office is located, in the State of _______________ .
Section 22.5 Attorneys' Fees
The prevailing party in any dispute resolution proceeding shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
Section 22.6 Provisional Remedies
Nothing in this Article shall prevent any party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, including temporary restraining orders or preliminary injunctions.
ARTICLE XXIII - GENERAL PROVISIONS
Section 23.1 Amendments
This Agreement may be amended only by written consent of Select all Members Members holding 75% ownership Members holding majority ownership
Section 23.2 Governing Law
This Agreement shall be governed by the laws of _______________ .
Section 23.3 Severability
Invalid provisions shall be severed without affecting remaining provisions.
Section 23.4 Entire Agreement
This Agreement constitutes the entire agreement between parties.
Section 23.5 Notices
All notices shall be in writing to addresses listed above.
Section 23.6 Waiver
No waiver is effective unless in writing.
Section 23.7 Counterparts
This Agreement may be executed in counterparts.
Add additional provisions?
ARTICLE XXIV - ADDITIONAL PROVISIONS
SIGNATURES
By signing below, each Member acknowledges and agrees to be bound by the terms of this Operating Agreement.
Member 1 : _________________________________Print Name : _______________ Date :
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