SINGLE MEMBER LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

OF [COMPANY NAME], LLC

(a [State] Limited Liability Company)

Effective Date: [EFFECTIVE DATE]

TABLE OF CONTENTS

1. Document Header and Recitals
2. Definitions
3. Formation; Name; Purpose; Term
4. Capital Contributions and Capital Account
5. Allocations and Distributions
6. Management and Authority
7. Tax Treatment
8. Books, Records, and Banking
9. Limitation of Liability; Indemnification
10. Transfers and Assignments
11. Dissolution and Winding-Up
12. Dispute Resolution
13. General Provisions
14. Execution Block

1. DOCUMENT HEADER AND RECITALS

1.1 Party

This Single Member Operating Agreement (this "Agreement") is made and entered into as of the Effective Date by:

[MEMBER FULL LEGAL NAME], an individual residing at [ADDRESS] (or, if an entity: a [STATE] [ENTITY TYPE] with principal offices at [ADDRESS]) (the "Member").

1.2 Recitals

A. The Member formed [COMPANY NAME], LLC (the "Company"), a limited liability company organized under the laws of [STATE], by filing a Certificate of Formation (or Articles of Organization) with the [STATE] Secretary of State on [FORMATION DATE].

B. The Member desires to set forth the terms and conditions governing the Company's operations, management, and affairs.

C. Pursuant to the [STATE] Limited Liability Company Act (the "Act"), the Member intends for this Agreement to constitute the "limited liability company agreement" or "operating agreement" of the Company.

[// GUIDANCE (Delaware): Under 6 Del. C. Section 18-101(7), the operating agreement governs the affairs of the LLC and binds the member whether or not executed. Delaware does not require an operating agreement to be filed.]

[// GUIDANCE (ULLCA): Under ULLCA Section 110, an operating agreement governs the internal affairs and may be written, oral, or implied. Written agreements are strongly recommended.]

NOW, THEREFORE, the Member agrees as follows:

2. DEFINITIONS

"Act" means the [STATE] Limited Liability Company Act, as amended from time to time. [For Delaware: 6 Del. C. Section 18-101 et seq.]

"Agreement" means this Single Member Operating Agreement, as amended or restated.

"Capital Account" means the account maintained for the Member in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv).

"Capital Contribution" means the total amount of cash, property, or services contributed to the Company by the Member.

"Company" means [COMPANY NAME], LLC, a [STATE] limited liability company.

"Distributable Cash" means cash funds held by the Company that the Member determines are available for distribution after payment of or provision for all Company expenses, liabilities, and reserves.

"Effective Date" means the date first written above.

"Member" means [MEMBER NAME] and any successor or permitted assignee who becomes a member of the Company in accordance with this Agreement.

"Percentage Interest" means 100% (one hundred percent), being the Member's entire ownership interest in the Company.

"Person" means any individual, corporation, partnership, limited liability company, trust, estate, association, or other entity.

3. FORMATION; NAME; PURPOSE; TERM

3.1 Formation

The Company was formed as a [STATE] limited liability company by filing a Certificate of Formation (or Articles of Organization) with the [STATE] Secretary of State in accordance with the Act.

[// GUIDANCE (Delaware): 6 Del. C. Section 18-201 governs formation. The Certificate of Formation requires only the company name and registered agent.]

3.2 Name

The name of the Company is [COMPANY NAME], LLC. The Company may conduct business under such trade names or assumed names as the Member may approve, subject to compliance with applicable law.

3.3 Registered Office and Agent

The Company's registered office in [STATE] is located at:

[REGISTERED AGENT ADDRESS]

The Company's registered agent at such address is:

[REGISTERED AGENT NAME]

[// GUIDANCE (Delaware 2025 Amendment): Per 6 Del. C. Section 18-104, as amended effective August 1, 2025, a registered agent may not perform its duties solely through a virtual office or mail forwarding service.]

3.4 Principal Place of Business

The principal place of business of the Company is:

[PRINCIPAL BUSINESS ADDRESS]

The Member may change the principal place of business at any time.

3.5 Purpose

The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act, including but not limited to: [DESCRIBE PRIMARY BUSINESS PURPOSE].

[// GUIDANCE (Delaware): 6 Del. C. Section 18-106 permits broad purpose clauses.]

3.6 Term

The Company shall continue in existence until dissolved in accordance with Section 11 of this Agreement or as otherwise required by law.

4. CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNT

4.1 Initial Capital Contribution

The Member has contributed, or agrees to contribute, to the Company the following as the initial Capital Contribution:

4.2 Additional Contributions

The Member is not obligated to make any additional Capital Contributions to the Company. The Member may, in the Member's sole discretion, make additional Capital Contributions at any time.

4.3 Capital Account

A Capital Account shall be maintained for the Member in accordance with the capital account maintenance rules of Treasury Regulation Section 1.704-1(b)(2)(iv). The Capital Account shall be:

a. Increased by (i) the amount of cash contributed, (ii) the fair market value of property contributed, and (iii) allocations of Company income and gain; and

b. Decreased by (i) the amount of cash distributed, (ii) the fair market value of property distributed, and (iii) allocations of Company losses and deductions.

4.4 No Interest on Capital

No interest shall be paid on any Capital Contribution or on the balance of the Capital Account.

4.5 Return of Capital

The Member has no right to demand or receive a return of Capital Contributions except upon dissolution of the Company or as otherwise provided in this Agreement.

5. ALLOCATIONS AND DISTRIBUTIONS

5.1 Allocations

All items of income, gain, loss, deduction, and credit of the Company shall be allocated 100% to the Member.

5.2 Distributions

Subject to applicable law and the need to maintain reasonable reserves for Company obligations, the Member may cause the Company to distribute Distributable Cash to the Member at such times and in such amounts as the Member determines in the Member's sole discretion.

[// GUIDANCE (Delaware): 6 Del. C. Section 18-607 prohibits distributions that would render the Company unable to pay its debts as they become due in the ordinary course of business.]

[// GUIDANCE (ULLCA): ULLCA Section 405 contains similar restrictions on distributions that would make the LLC unable to pay its debts or that would leave assets less than liabilities.]

5.3 Limitation on Distributions

No distribution shall be made if, after giving effect to such distribution:

a. The Company would not be able to pay its debts as they become due in the ordinary course of business; or

b. The Company's total assets would be less than the sum of its total liabilities.

6. MANAGEMENT AND AUTHORITY

6.1 Member-Managed Company

The Company shall be member-managed. The Member shall have full, exclusive, and complete authority to manage the business and affairs of the Company.

6.2 Powers of the Member

The Member shall have the power and authority to:

a. Execute and deliver any and all documents on behalf of the Company;

b. Open and maintain bank accounts in the Company's name;

c. Hire employees, consultants, and independent contractors;

d. Enter into contracts, leases, and other agreements;

e. Acquire, hold, and dispose of real and personal property;

f. Borrow money and grant security interests in Company assets;

g. Sue and be sued in the Company's name;

h. Make any and all decisions regarding the day-to-day operations of the Company; and

i. Take any other action permitted by law.

6.3 Officers and Agents

The Member may appoint one or more officers, employees, or agents to act on behalf of the Company. Any such appointment shall be documented in writing and may be revoked at any time by the Member.

6.4 Standard of Care

The Member shall discharge duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

[// GUIDANCE (Delaware): 6 Del. C. Section 18-1101(c) permits modification or elimination of fiduciary duties, subject to the implied contractual covenant of good faith and fair dealing.]

[// GUIDANCE (ULLCA): ULLCA Section 409 provides default fiduciary duties of loyalty and care; Section 110 permits modification but not elimination of the duty of good faith.]

7. TAX TREATMENT

7.1 Tax Classification

For U.S. federal income tax purposes, the Company shall be:

☐ Disregarded Entity - The Company shall be disregarded as an entity separate from the Member pursuant to Treasury Regulation Section 301.7701-3. All items of income, deduction, gain, loss, and credit shall be reported on the Member's individual tax return (or, if the Member is an entity, on its tax return).

☐ Corporation (S-Corp or C-Corp Election) - The Company elects to be classified as a corporation for federal income tax purposes by filing IRS Form 8832 and, if applicable, IRS Form 2553 for S-corporation status.

7.2 Tax Returns and Information

If the Company is treated as a disregarded entity, the Member shall include all Company items on the Member's personal or entity tax return. The Company shall maintain records necessary to support such reporting.

7.3 Employer Identification Number

The Company shall obtain a federal Employer Identification Number (EIN) if required for tax filing, banking, or employment purposes.

8. BOOKS, RECORDS, AND BANKING

8.1 Books and Records

The Company shall maintain complete and accurate books and records of its business and affairs at its principal place of business, including:

a. A current list showing the name and address of the Member;

b. A copy of the Certificate of Formation and all amendments;

c. Copies of tax returns for the prior three (3) years;

d. Copies of this Agreement and any amendments;

e. Financial statements; and

f. Records of all Capital Contributions and distributions.

[// GUIDANCE (Delaware): 6 Del. C. Section 18-305 provides inspection rights. For single-member LLCs, the Member has unrestricted access.]

8.2 Bank Accounts

The Company shall maintain one or more bank accounts in the Company's name at financial institutions selected by the Member. Company funds shall not be commingled with the personal funds of the Member.

8.3 Fiscal Year

The fiscal year of the Company shall end on [MONTH/DAY] of each year (or December 31 if not specified).

8.4 Accounting Method

The Company shall use the [☐ cash / ☐ accrual] method of accounting for tax and financial reporting purposes.

9. LIMITATION OF LIABILITY; INDEMNIFICATION

9.1 Limited Liability of Member

The Member shall not be personally liable for the debts, obligations, or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a member of the Company.

[// GUIDANCE (Delaware): 6 Del. C. Section 18-303 provides that a member is not personally liable for LLC obligations solely by reason of being a member.]

[// GUIDANCE (ULLCA): ULLCA Section 304 provides similar limited liability protection.]

9.2 Indemnification

To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless the Member, and any officers, employees, or agents of the Company, from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Company's business or affairs, except for:

a. Acts or omissions constituting bad faith, fraud, or willful misconduct;

b. Knowing violations of law; or

c. Any transaction from which such person derived an improper personal benefit.

[// GUIDANCE (Delaware): 6 Del. C. Section 18-108 expressly authorizes indemnification provisions.]

9.3 Advancement of Expenses

The Company may advance expenses incurred in defending any claim, action, or proceeding upon receipt of an undertaking to repay such amounts if indemnification is ultimately determined to be unavailable.

10. TRANSFERS AND ASSIGNMENTS

10.1 Transfer by Member

The Member may freely transfer all or any portion of the Member's interest in the Company to any Person. Upon such transfer:

a. If the transferee is admitted as a substituted member, the transferee shall succeed to all rights and obligations of the Member under this Agreement; and

b. If the transferee is not admitted as a member, the transferee shall be an assignee entitled only to receive distributions and allocations but shall have no management or voting rights.

10.2 Admission of Substitute Member

A transferee shall be admitted as a substituted member upon:

a. The Member's consent (which may be granted or withheld in the Member's sole discretion);

b. Execution of a written instrument agreeing to be bound by this Agreement; and

c. Payment of any reasonable expenses incurred by the Company in connection with the admission.

11. DISSOLUTION AND WINDING-UP

11.1 Events of Dissolution

The Company shall be dissolved upon the earliest of:

a. The written decision of the Member to dissolve the Company;

b. The death, incapacity, bankruptcy, or dissolution of the Member, unless the Company is continued in accordance with Section 11.2;

c. Entry of a judicial decree of dissolution under the Act; or

d. Any other event causing dissolution under applicable law.

[// GUIDANCE (Delaware): 6 Del. C. Section 18-801 lists events of dissolution. Under Section 18-801(a)(4), the operating agreement may provide for continuation upon the sole member's death or dissolution.]

[// GUIDANCE (ULLCA): ULLCA Section 701 provides default dissolution events, which may be modified by the operating agreement.]

11.2 Continuation upon Death or Incapacity

Upon the death or incapacity of the Member (if an individual), the Company may be continued by:

☐ Dissolution Required - The Company shall dissolve and wind up its affairs.

☐ Continuation Permitted - The Company may be continued by [DESIGNATED SUCCESSOR / PERSONAL REPRESENTATIVE / TRUSTEE], who shall be admitted as a substituted member.

11.3 Winding-Up

Upon dissolution, the Member (or a designated liquidating agent) shall wind up the Company's affairs by:

a. Collecting all Company assets;

b. Paying or providing for all debts and liabilities of the Company;

c. Distributing any remaining assets to the Member; and

d. Filing a Certificate of Cancellation (or Articles of Dissolution) with the [STATE] Secretary of State.

[// GUIDANCE (Delaware): 6 Del. C. Section 18-203 requires filing a Certificate of Cancellation.]

11.4 Certificate of Cancellation

Upon completion of winding-up, a Certificate of Cancellation shall be filed with the [STATE] Secretary of State in accordance with the Act.

12. DISPUTE RESOLUTION

12.1 Governing Law

This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of:

☐ Delaware (without regard to its conflict of laws principles)

☐ [OTHER STATE] (without regard to its conflict of laws principles)

☐ State of Formation ([STATE])

12.2 Forum Selection

Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of [STATE], and the Member consents to the personal jurisdiction of such courts.

[// GUIDANCE (Delaware): The Court of Chancery has jurisdiction over LLC disputes. Consider designating Delaware courts if the LLC is formed there.]

12.3 Waiver of Jury Trial (Optional)

☐ JURY WAIVER ELECTED: THE MEMBER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

13. GENERAL PROVISIONS

13.1 Amendments

This Agreement may be amended only by a written instrument executed by the Member.

13.2 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to render it valid.

13.3 Entire Agreement

This Agreement constitutes the entire agreement of the Member with respect to the Company and supersedes all prior agreements, understandings, and negotiations.

13.4 Headings

Article and section headings are for convenience only and shall not affect the interpretation of this Agreement.

13.5 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts. Signatures transmitted electronically (including by PDF, DocuSign, or similar means) shall be deemed original signatures.

13.6 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the Member and the Member's heirs, executors, administrators, successors, and permitted assigns.

14. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Member has executed this Single Member Operating Agreement as of the Effective Date first written above.

MEMBER:

_______________________________________
Name: [MEMBER FULL LEGAL NAME]
Date: _________________________________

If Member is an Entity:

[ENTITY NAME]

By: ___________________________________
Name: [AUTHORIZED SIGNATORY NAME]
Title: [TITLE]
Date: _________________________________

EXHIBIT A - INITIAL CAPITAL CONTRIBUTION

EXHIBIT B - CONSENT OF SPOUSE (IF APPLICABLE)

I, [SPOUSE NAME], spouse of [MEMBER NAME], have read and understand the foregoing Operating Agreement. I consent to the terms of this Agreement and agree that my community property interest (if any) in the membership interest shall be subject to the terms of this Agreement.

_______________________________________
Spouse Signature

Date: _________________________________

[END OF DOCUMENT]