LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[COMPANY NAME], LLC

An Alabama Limited Liability Company

Effective Date: [DATE]

[// GUIDANCE: This Operating Agreement is governed by the Alabama Limited Liability Company Law, Ala. Code §§ 10A-5A-1.01 et seq. Alabama adopted a modernized LLC Act effective January 1, 2015. This template covers both single-member and multi-member LLCs. Customize based on whether the LLC is member-managed or manager-managed.]

ARTICLE I - FORMATION AND NAME

1.1 Formation

The Members hereby form a limited liability company (the "Company") pursuant to the Alabama Limited Liability Company Law, Ala. Code §§ 10A-5A-1.01 et seq. (the "Act") by filing a Certificate of Formation with the Alabama Secretary of State.

1.2 Name

The name of the Company is [COMPANY NAME], LLC.

1.3 Principal Office

The principal office of the Company is located at:
[STREET ADDRESS]
[CITY], Alabama [ZIP CODE]

1.4 Registered Agent and Office

The registered agent and registered office of the Company in Alabama is:
Agent: [REGISTERED AGENT NAME]
Address: [REGISTERED OFFICE ADDRESS], Alabama [ZIP CODE]

1.5 Term

The Company shall have perpetual existence unless dissolved in accordance with this Agreement or the Act.

ARTICLE II - PURPOSE AND POWERS

2.1 Purpose

The Company is formed for the purpose of:
[DESCRIBE BUSINESS PURPOSE]
and any other lawful business or activity for which a limited liability company may be organized under the Act.

2.2 Powers

The Company shall have all powers necessary, convenient, or incidental to accomplish its purposes as permitted by the Act.

ARTICLE III - MEMBERS AND MEMBERSHIP INTERESTS

3.1 Initial Members

The initial Members of the Company, their Capital Contributions, and their Percentage Interests are set forth in Exhibit A attached hereto.

3.2 Admission of Additional Members

Additional Members may be admitted only with the [unanimous consent / majority vote] of the existing Members and upon such terms as the Members determine.

3.3 Classes of Membership Interests

☐ The Company has a single class of membership interests.
☐ The Company has multiple classes of membership interests as set forth in Exhibit B.

ARTICLE IV - CAPITAL CONTRIBUTIONS

4.1 Initial Capital Contributions

Each Member has contributed or agrees to contribute the Capital Contribution set forth in Exhibit A.

4.2 Additional Capital Contributions

No Member shall be required to make additional Capital Contributions without such Member's consent. Additional contributions, if any, shall be made in proportion to Percentage Interests unless otherwise agreed in writing.

4.3 Capital Accounts

A separate Capital Account shall be maintained for each Member in accordance with Treasury Regulation § 1.704-1(b)(2)(iv).

4.4 No Interest on Capital

No Member shall be entitled to interest on any Capital Contribution.

4.5 Return of Capital

No Member shall have the right to withdraw or receive a return of any Capital Contribution except as provided in this Agreement.

ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS

5.1 Allocations of Profits and Losses

Profits and Losses shall be allocated to the Members in proportion to their Percentage Interests, unless otherwise required by the Code or Treasury Regulations.

5.2 Distributions

Distributions of Distributable Cash shall be made at such times and in such amounts as determined by the [Members / Managers], and shall be distributed to the Members in proportion to their Percentage Interests.

5.3 Tax Distributions

The Company shall distribute to each Member, at least annually, an amount sufficient to cover such Member's estimated income tax liability arising from the Company's income allocated to such Member.

5.4 Limitation on Distributions

No distribution shall be made if, after giving effect to the distribution, the Company would not be able to pay its debts as they become due in the ordinary course of business, or the Company's total assets would be less than its total liabilities.

ARTICLE VI - MANAGEMENT

[// GUIDANCE: Alabama LLCs may be member-managed or manager-managed. Select the appropriate option below.]

6.1 Management Structure

☐ OPTION A - MEMBER-MANAGED

The Company shall be managed by its Members. Each Member shall have equal rights in the management and conduct of the Company's business, unless otherwise provided herein. Decisions requiring Member approval shall be made as follows:
- Ordinary business matters: [Majority / Unanimous] vote
- Extraordinary matters (merger, dissolution, sale of substantially all assets): [Majority / Unanimous] vote

☐ OPTION B - MANAGER-MANAGED

The Company shall be managed by one or more Managers. The initial Manager(s) shall be:
[MANAGER NAME(S)]

The Manager(s) shall have full authority to manage the business and affairs of the Company, subject to limitations set forth herein.

6.2 Officers

The [Members / Manager(s)] may appoint officers with such titles and duties as determined appropriate.

6.3 Actions Requiring Member Approval

Notwithstanding delegation to Managers, the following actions require approval of Members holding [a majority / two-thirds / unanimous] Percentage Interests:
(a) Amendment of this Agreement or the Certificate of Formation;
(b) Admission of new Members;
(c) Merger, conversion, or dissolution;
(d) Sale of all or substantially all Company assets;
(e) Incurrence of debt exceeding $[AMOUNT];
(f) [OTHER MATTERS].

6.4 Standard of Care

Managers and Members exercising management authority shall discharge their duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner reasonably believed to be in the best interests of the Company.

6.5 Compensation

[Members / Managers] [shall / shall not] be entitled to compensation for services rendered to the Company. [If compensation is permitted, describe terms.]

ARTICLE VII - MEETINGS AND VOTING

7.1 Meetings

Meetings of Members may be called by any Member upon [NUMBER] days' written notice. Meetings may be held in person, by telephone, or by video conference.

7.2 Quorum

A quorum shall consist of Members holding [a majority / two-thirds] of the Percentage Interests.

7.3 Voting

Each Member shall have voting rights in proportion to such Member's Percentage Interest. Members may vote in person, by proxy, or by written consent.

7.4 Action by Written Consent

Any action required or permitted to be taken at a meeting may be taken without a meeting if consented to in writing by Members holding the requisite Percentage Interests.

ARTICLE VIII - TRANSFERS OF MEMBERSHIP INTERESTS

8.1 Restrictions on Transfer

No Member may Transfer all or any portion of such Member's Membership Interest without the prior written consent of [a majority / all] of the other Members, except as provided herein.

8.2 Right of First Refusal

Before any Transfer to a third party, the selling Member shall offer the Membership Interest to the other Members on the same terms. The other Members shall have [30] days to accept.

8.3 Permitted Transfers

Notwithstanding Section 8.1, a Member may Transfer a Membership Interest to:
(a) A revocable trust for estate planning purposes;
(b) An Affiliate of such Member;
(c) A family member [define].

8.4 Effect of Transfer

A Transferee shall become a Substitute Member only upon compliance with this Article VIII and execution of a counterpart to this Agreement.

ARTICLE IX - DISSOLUTION AND WINDING UP

9.1 Dissolution Events

The Company shall be dissolved upon:
(a) The written consent of Members holding [a majority / all] Percentage Interests;
(b) Entry of a decree of judicial dissolution under the Act;
(c) Any other event causing dissolution under the Act.

9.2 Winding Up

Upon dissolution, the [Members / Managers] shall wind up the Company's affairs, liquidate assets, pay creditors, and distribute the remaining proceeds to Members in accordance with their Capital Account balances.

9.3 Certificate of Termination

Upon completion of winding up, a Certificate of Termination shall be filed with the Alabama Secretary of State.

ARTICLE X - INDEMNIFICATION AND LIABILITY

10.1 Limitation of Liability

No Member or Manager shall 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 or Manager.

10.2 Indemnification

The Company shall indemnify and hold harmless each Member and Manager from any claims, liabilities, damages, and expenses (including reasonable attorney's fees) arising from actions taken in good faith on behalf of the Company, to the fullest extent permitted by the Act.

10.3 Insurance

The Company may purchase insurance on behalf of any Member, Manager, or agent against liabilities arising from their Company roles.

ARTICLE XI - TAX MATTERS

11.1 Tax Classification

The Company shall be classified for federal income tax purposes as:
☐ A partnership (multi-member) or disregarded entity (single-member)
☐ An S corporation (upon election)
☐ A C corporation (upon election)

11.2 Tax Matters Partner/Partnership Representative

[MEMBER NAME] shall serve as the Partnership Representative for purposes of the Bipartisan Budget Act of 2015 and any corresponding state provisions.

11.3 Tax Returns

The Company shall prepare and file all required federal, state, and local tax returns and shall provide each Member with Schedule K-1 or other required information.

ARTICLE XII - BOOKS AND RECORDS

12.1 Maintenance of Records

The Company shall maintain at its principal office:
(a) A current list of Members with addresses and Percentage Interests;
(b) Copies of tax returns for the past three years;
(c) Copies of this Agreement and any amendments;
(d) Financial statements.

12.2 Member Access

Each Member shall have the right to inspect and copy Company records during ordinary business hours upon reasonable notice.

ARTICLE XIII - MISCELLANEOUS

13.1 Entire Agreement

This Agreement constitutes the entire agreement among the Members and supersedes all prior agreements.

13.2 Amendments

This Agreement may be amended only by written instrument signed by Members holding [a majority / all] Percentage Interests.

13.3 Governing Law

This Agreement shall be governed by the laws of the State of Alabama, without regard to conflicts of law principles.

13.4 Severability

If any provision is held invalid, the remaining provisions shall continue in effect.

13.5 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original.

13.6 Notices

All notices shall be in writing and delivered to the addresses set forth in Exhibit A.

EXECUTION

The undersigned Members execute this Operating Agreement as of the Effective Date.

MEMBERS:

______________________________
[MEMBER 1 NAME]
Date: ______________

______________________________
[MEMBER 2 NAME]
Date: ______________

[Add signature blocks for additional Members]

EXHIBIT A - MEMBERS, CONTRIBUTIONS, AND PERCENTAGE INTERESTS

This Operating Agreement is intended to comply with the Alabama Limited Liability Company Law, Ala. Code §§ 10A-5A-1.01 et seq. Consult a licensed Alabama attorney before use.