LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[COMPANY NAME], LLC

An Arizona Limited Liability Company

Effective Date: [DATE]

[// GUIDANCE: Governed by the Arizona Limited Liability Company Act, A.R.S. §§ 29-3101 et seq. Arizona adopted a modernized LLC Act effective September 1, 2020. Arizona is a community property state - consider implications for member interests. Arizona allows Series LLCs under A.R.S. § 29-3801 et seq.]

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ARTICLE I - FORMATION

1.1 Formation

The Members form a limited liability company pursuant to the Arizona Limited Liability Company Act, A.R.S. §§ 29-3101 et seq. (the "Act") by filing Articles of Organization with the Arizona Corporation Commission.

1.2 Name

[COMPANY NAME], LLC

1.3 Principal Office

[ADDRESS], Arizona [ZIP]

1.4 Statutory Agent

Agent: [NAME]
Address: [ADDRESS], Arizona [ZIP]

1.5 Term

Perpetual, unless dissolved per this Agreement or the Act.

1.6 Series LLC Designation

☐ This LLC IS designated as a Series LLC under A.R.S. § 29-3801.
☐ This LLC is NOT a Series LLC.

[// GUIDANCE: If a Series LLC, add provisions for each series including separate assets, liabilities, and members for each series.]

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ARTICLE II - PURPOSE

The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.

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ARTICLE III - MEMBERS

3.1 Initial Members

See Exhibit A for Members, Capital Contributions, and Percentage Interests.

3.2 Community Property Notice

[// GUIDANCE: Arizona is a community property state. Consider requiring spouse consent for major transactions or membership interest transfers.]

☐ Spouse consents are required for membership interest transfers.
☐ Membership interests are deemed separate property per member documentation.

3.3 Admission

Additional Members require [unanimous/majority] consent.

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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.

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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.

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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/Two-thirds] vote

6.2 Actions Requiring Approval

(a) Amend Agreement; (b) Admit Members; (c) Merge/dissolve; (d) Sell all assets; (e) Debt over $[AMOUNT].

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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.

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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.

8.3 Articles of Termination

File with Arizona Corporation Commission.

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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 to fullest extent permitted by A.R.S. § 29-3408.

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ARTICLE X - TAX MATTERS

10.1 Classification

☐ Partnership/Disregarded entity ☐ S corporation ☐ C corporation

10.2 Partnership Representative

[MEMBER NAME]

10.3 Arizona Tax

[// GUIDANCE: Arizona does not impose a separate LLC tax but LLCs are subject to Arizona Transaction Privilege Tax if engaged in taxable activities.]

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ARTICLE XI - MISCELLANEOUS

11.1 Governing Law

State of Arizona

11.2 Amendments

Written consent of [majority/all] Members.

11.3 Entire Agreement

Supersedes all prior agreements.

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EXECUTION

MEMBERS:

______________________________ Date: __________
[MEMBER NAME]

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EXHIBIT A - MEMBERS

Member	Address	Contribution	Interest
[NAME]	[ADDR]	$[AMT]	[XX]%

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Governed by Arizona Limited Liability Company Act, A.R.S. §§ 29-3101 et seq.