LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[COMPANY NAME], LLC

A Delaware Limited Liability Company

Effective Date: [DATE]

[// GUIDANCE: Governed by the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. Delaware is widely regarded as the most favorable jurisdiction for LLCs due to its flexible LLC Act, specialized Court of Chancery, extensive case law, and business-friendly legal environment. Delaware allows Series LLCs under 6 Del. C. § 18-215. Delaware imposes an annual franchise tax of $300 on all LLCs.]

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.
☐ This LLC is NOT a Series LLC.

[// GUIDANCE: Delaware pioneered Series LLCs. A Series LLC allows creation of segregated series within a single LLC, each with separate assets, liabilities, and members. Each series requires its own records and accounting.]

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 No Fiduciary Duties

[// GUIDANCE: Delaware allows modification or elimination of fiduciary duties. 6 Del. C. § 18-1101(c). Consider whether to modify, expand, restrict, or eliminate duties of care and loyalty.]

☐ Members and Managers owe traditional fiduciary duties of care and loyalty.
☐ Fiduciary duties are modified as follows: [SPECIFY]
☐ Fiduciary duties are eliminated to the maximum extent permitted by law (implied covenant of good faith and fair dealing cannot be eliminated).

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

[// GUIDANCE: Delaware provides maximum flexibility in management structure. The Operating Agreement may grant virtually unlimited power to managers or retain control with members.]

☐ 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

[// GUIDANCE: Delaware allows broad exculpation. 6 Del. C. § 18-1101.]

No Member or Manager shall be liable for any act or omission unless such act or omission 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

[// GUIDANCE: Delaware imposes an annual franchise tax of $300 on all domestic LLCs, due by June 1 each year. Failure to pay results in penalties and potential administrative dissolution.]

The Company shall pay the annual Delaware franchise tax of $300.

ARTICLE XI - DISPUTE RESOLUTION

11.1 Forum Selection

[// GUIDANCE: Delaware Court of Chancery is the preferred forum for business disputes due to its expertise, speed, and extensive precedent.]

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.

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 $300 franchise tax. The Court of Chancery has exclusive jurisdiction over business entity disputes. Consult a Delaware attorney before use.