LLC Operating Agreement Template

This LLC Operating Agreement (the “Agreement”) is entered into as of [Effective Date] by the members of [LLC Name] (the “Company”).

1. Formation

The Company is formed as a limited liability company under the laws of [State/Country].

2. Members and Ownership

Ownership interests are listed in Exhibit A, including capital contributions and percentage interests.

3. Management

The Company is [Member-Managed/Manager-Managed]. Managers, if any, are listed in Exhibit B with their authority and duties.

4. Capital Contributions

Members will contribute capital as described in Exhibit A. Additional contributions require member approval.

5. Profits and Distributions

Profits and losses will be allocated according to ownership percentages. Distributions will be made [Frequency] after reserves.

6. Meetings and Voting

Voting rights are proportional to ownership interests unless specified otherwise. Major decisions require [Vote Threshold] approval.

7. Transfer of Interests

Members may not transfer interests without [Consent Requirement]. Any permitted transfer is subject to this Agreement.

8. Records and Accounting

The Company will maintain books and records and provide annual financial statements to Members.

9. Dissolution

The Company may be dissolved by [Vote Threshold] or as required by law. Assets will be liquidated and distributed after liabilities are paid.

10. Governing Law

This Agreement is governed by the laws of [Governing Law Jurisdiction].

11. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The Members will negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent.

12. Entire Agreement

This Agreement constitutes the entire understanding among the Members and supersedes all prior negotiations, understandings, and agreements. No representations or statements not contained in this Agreement will be binding.

13. Amendment

This Agreement may only be amended or modified by a written document signed by all Members or as otherwise permitted by the voting provisions herein.

14. Waiver

No waiver of any provision of this Agreement will be deemed or will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver unless otherwise expressly stated.

15. Assignment

No Member may assign their interest without the prior written consent of the other Members as specified in this Agreement.

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