LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[COMPANY NAME], LLC

A Connecticut Limited Liability Company

Effective Date: [DATE]

[// GUIDANCE: Governed by the Connecticut Uniform Limited Liability Company Act, Conn. Gen. Stat. §§ 34-243 et seq. Connecticut adopted RULLCA effective July 1, 2017. Connecticut imposes a Business Entity Tax (BET) on LLCs. Annual reports are required.]

ARTICLE I - FORMATION

1.1 Formation

The Members form a limited liability company pursuant to the Connecticut Uniform Limited Liability Company Act, Conn. Gen. Stat. §§ 34-243 et seq. (the "Act") by filing a Certificate of Organization with the Connecticut Secretary of State.

1.2 Name

[COMPANY NAME], LLC

1.3 Principal Office

[ADDRESS], Connecticut [ZIP]

1.4 Registered Agent

Agent: [NAME]
Address: [ADDRESS], Connecticut [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/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].

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.

8.3 Certificate of Cancellation

File with Connecticut Secretary of State.

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 the Act.

ARTICLE X - TAX MATTERS

10.1 Classification

☐ Partnership/Disregarded entity ☐ S corporation ☐ C corporation

10.2 Partnership Representative

[MEMBER NAME]

10.3 Connecticut Business Entity Tax

[// GUIDANCE: Connecticut imposes a Business Entity Tax (BET) of $250 per year on most LLCs. This is due annually with the annual report.]

The Company shall pay all required Connecticut taxes and fees, including the Business Entity Tax.

ARTICLE XI - MISCELLANEOUS

11.1 Governing Law

State of Connecticut

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

Governed by Connecticut Uniform Limited Liability Company Act, Conn. Gen. Stat. §§ 34-243 et seq.