LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
An Alaska Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: This Operating Agreement is governed by the Alaska Revised Limited Liability Company Act, AS 10.50.010 et seq. Alaska's LLC Act is based on the Revised Uniform Limited Liability Company Act (RULLCA).]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to the Alaska Revised Limited Liability Company Act, AS 10.50.010 et seq. (the "Act").
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], Alaska [ZIP]
1.4 Registered Agent
Agent: [NAME]
Address: [ADDRESS], Alaska [ZIP]
1.5 Term
Perpetual, unless dissolved per this Agreement or the Act.
ARTICLE II - PURPOSE
The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.
ARTICLE III - MEMBERS
3.1 Initial Members
See Exhibit A for Members, Capital Contributions, and Percentage Interests.
3.2 Admission
Additional Members require [unanimous/majority] consent.
ARTICLE IV - CAPITAL
4.1 Initial Contributions
Per Exhibit A.
4.2 Additional Contributions
Not required without Member consent.
4.3 Capital Accounts
Maintained per IRC § 704(b) regulations.
ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS
5.1 Allocations
Profits and Losses allocated per Percentage Interests.
5.2 Distributions
At [Members'/Managers'] discretion, pro rata to Percentage Interests.
5.3 Tax Distributions
Annual distributions for estimated tax liability.
ARTICLE VI - MANAGEMENT
☐ MEMBER-MANAGED: All Members participate equally.
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]
6.1 Voting
- Ordinary matters: [Majority] vote
- Extraordinary matters: [Unanimous] vote
6.2 Actions Requiring Approval
(a) Amend Agreement; (b) Admit Members; (c) Merge/dissolve; (d) Sell all assets; (e) Debt over $[AMOUNT].
ARTICLE VII - TRANSFER RESTRICTIONS
7.1 Consent Required
Transfers require [majority/unanimous] consent except permitted transfers.
7.2 Right of First Refusal
[30] days to match third-party offers.
7.3 Permitted Transfers
To trusts, Affiliates, or family members.
ARTICLE VIII - DISSOLUTION
8.1 Events
(a) Member consent; (b) Judicial dissolution; (c) Act requirements.
8.2 Winding Up
Liquidate assets, pay creditors, distribute per Capital Accounts.
ARTICLE IX - INDEMNIFICATION
9.1 Limitation of Liability
Members/Managers not personally liable for Company obligations.
9.2 Indemnification
Company indemnifies Members/Managers for good faith actions.
ARTICLE X - TAX MATTERS
10.1 Classification
☐ Partnership/Disregarded entity ☐ S corporation ☐ C corporation
10.2 Partnership Representative
[MEMBER NAME]
ARTICLE XI - MISCELLANEOUS
11.1 Governing Law
State of Alaska
11.2 Amendments
Written consent of [majority/all] Members.
11.3 Entire Agreement
Supersedes all prior agreements.
EXECUTION
MEMBERS:
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Address | Contribution | Interest |
|---|---|---|---|
| [NAME] | [ADDR] | $[AMT] | [XX]% |
Governed by Alaska Revised Limited Liability Company Act, AS 10.50.010 et seq.