LLC Operating Agreement

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[COMPANY NAME], LLC

A Delaware Limited Liability Company

Effective Date: [DATE]

ARTICLE I - FORMATION

1.1 Formation

The Members form a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the "Act") by filing a Certificate of Formation with the Delaware Secretary of State.

1.2 Name

[COMPANY NAME], LLC

1.3 Principal Office

[ADDRESS], [CITY], [STATE] [ZIP]

1.4 Registered Agent in Delaware

Agent: [NAME]
Address: [ADDRESS], Delaware [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 6 Del. C. § 18-215(a). Each series established hereunder is intended to be a "protected series" under 6 Del. C. § 18-215(b); the Certificate of Formation shall include the notice of limitation on liabilities required by that subsection, and separate and distinct records shall be maintained for each series accounting for its assets separately from the assets of the Company and any other series.
☐ This LLC is NOT a Series LLC.

ARTICLE II - PURPOSE AND POWERS

2.1 Purpose

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

2.2 Powers

The Company has all powers permitted under the Act and Delaware law.

ARTICLE III - MEMBERS

3.1 Initial Members

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

3.2 Admission

Additional Members may be admitted only upon terms set forth in this Agreement or as approved by [unanimous/majority] consent.

3.3 Fiduciary Duties

Pursuant to 6 Del. C. § 18-1101(c), to the extent that a Member or Manager has duties (including fiduciary duties) at law or in equity to the Company or to another Member or Manager, such duties may be expanded, restricted, or eliminated by this Agreement, provided that this Agreement may not eliminate the implied contractual covenant of good faith and fair dealing. The Members elect as follows:

☐ Members and Managers owe traditional fiduciary duties of care and loyalty, unmodified by this Agreement.
☐ Fiduciary duties are modified as follows: [SPECIFY]
☐ Fiduciary duties (including the duties of care and loyalty) are eliminated to the maximum extent permitted by 6 Del. C. § 18-1101(c). Notwithstanding the foregoing, no provision of this Agreement eliminates or limits liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing, which covenant cannot be eliminated under 6 Del. C. § 18-1101(c) and (e).

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.

4.4 No Interest; No Withdrawal

No interest on contributions. No right to withdraw capital except as provided herein.

ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS

5.1 Allocations

Profits and Losses allocated per Percentage Interests, unless otherwise specified.

5.2 Distributions

At [Members'/Managers'] discretion, pro rata to Percentage Interests.

5.3 Tax Distributions

Annual distributions for estimated tax liability.

5.4 Limitation on Distributions

No distribution if Company would be unable to pay debts as they become due per 6 Del. C. § 18-607.

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 Member Approval

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

6.3 Officers

The [Members/Managers] may appoint officers with such titles and authority as determined.

6.4 Reliance

Members and Managers may rely on information and reports provided by officers, employees, attorneys, accountants, and other advisors per 6 Del. C. § 18-406.

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.

7.4 Assignee Rights

A Transferee not admitted as a Member has only economic rights per 6 Del. C. § 18-702.

ARTICLE VIII - DISSOLUTION

8.1 Events

(a) Time specified in Certificate of Formation; (b) Events specified in this Agreement; (c) Written consent of Members per 6 Del. C. § 18-801.

8.2 Winding Up

Liquidate assets, pay creditors, distribute per Capital Accounts.

8.3 Certificate of Cancellation

File Certificate of Cancellation with Delaware Secretary of State per 6 Del. C. § 18-203.

ARTICLE IX - INDEMNIFICATION AND EXCULPATION

9.1 Limitation of Liability

To the fullest extent permitted by 6 Del. C. § 18-303, no Member or Manager is personally liable for Company obligations.

9.2 Exculpation

Pursuant to 6 Del. C. § 18-1101(e), no Member or Manager shall be liable to the Company, to another Member or Manager, or to any other person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), except that this Agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

9.3 Indemnification

The Company shall indemnify each Member and Manager to the fullest extent permitted by law, including advancement of expenses.

ARTICLE X - TAX MATTERS

10.1 Classification

☐ Partnership/Disregarded entity ☐ S corporation ☐ C corporation

10.2 Partnership Representative

[MEMBER NAME] is designated as Partnership Representative under IRC § 6223.

10.3 Delaware Franchise Tax

Pursuant to 6 Del. C. § 18-1107(b)-(c), the Company shall pay the annual Delaware tax of $400 (increased from $300 by 2026 Del. H.B. 400, retroactive to Jan. 1, 2026), due on or before June 1 following the close of each calendar year (or upon cancellation of the Certificate of Formation, if earlier). Late payment results in a $200 penalty plus interest at 1.5% per month on the unpaid tax and penalty.

ARTICLE XI - DISPUTE RESOLUTION

11.1 Forum Selection

Any action arising under this Agreement shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks jurisdiction, the Superior Court of the State of Delaware).

11.2 Waiver of Jury Trial

EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL.

ARTICLE XII - MISCELLANEOUS

12.1 Governing Law

This Agreement is governed by the laws of the State of Delaware without regard to conflicts of law principles.

12.2 Amendments

Written consent of [majority/all] Members.

12.3 Entire Agreement

Supersedes all prior agreements.

12.4 Severability

Invalid provisions shall be modified to achieve intended purpose.

12.5 Counterparts

May be executed in counterparts.

12.6 Electronic Signatures and Delivery

Pursuant to 6 Del. C. § 18-113, this Agreement and any amendment, consent, or other document contemplated hereby may be documented in an electronic transmission, and any signature required or permitted hereunder may be a manual, facsimile, conformed, or electronic signature. An electronic transmission of this Agreement is the equivalent of a written document for all purposes under this Agreement and the Act.

EXECUTION

MEMBERS:

______________________________ Date: __________
[MEMBER NAME]

______________________________ Date: __________
[MEMBER NAME]

EXHIBIT A - MEMBERS

Governed by Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. Delaware imposes an annual $400 tax due June 1 under 6 Del. C. § 18-1107. The Court of Chancery has exclusive jurisdiction over business entity disputes. Consult a Delaware attorney before use.