LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[COMPANY NAME], LLC

An Idaho Limited Liability Company

Effective Date: [DATE]

[// GUIDANCE: Governed by the Idaho Uniform Limited Liability Company Act, Idaho Code §§ 30-25-101 et seq. (effective July 1, 2015). IMPORTANT: Idaho is a COMMUNITY PROPERTY state. Consider implications for member interests and require spousal consents where appropriate. Annual reports required.]

ARTICLE I - FORMATION

1.1 Formation

The Members form a limited liability company pursuant to the Idaho Uniform Limited Liability Company Act, Idaho Code §§ 30-25-101 et seq. (the "Act") by filing a Certificate of Organization with the Idaho Secretary of State.

1.2 Name

[COMPANY NAME], LLC

1.3 Principal Office

[ADDRESS], Idaho [ZIP]

1.4 Registered Agent

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

1.5 Term

Perpetual, unless dissolved.

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 Community Property

[// GUIDANCE: Idaho is a community property state. The following provisions address spousal interests.]

(a) Each married Member represents that such Member's Membership Interest is [separate property / community property].
(b) If community property, the Member's spouse must execute a Spousal Consent (Exhibit B).
(c) Transfers of community property interests require spousal consent.

ARTICLE IV - CAPITAL

Initial Contributions per Exhibit A. Capital Accounts per IRC § 704(b).

ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS

Profits, Losses, and Distributions per Percentage Interests.

ARTICLE VI - MANAGEMENT

☐ MEMBER-MANAGED
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]

ARTICLE VII - TRANSFER RESTRICTIONS

Transfers require [majority/unanimous] consent. Right of First Refusal: [30] days.

ARTICLE VIII - DISSOLUTION

Upon Member consent, judicial dissolution, or Act requirements.

ARTICLE IX - INDEMNIFICATION

Company indemnifies Members/Managers for good faith actions.

ARTICLE X - TAX MATTERS

☐ Partnership/Disregarded ☐ S corp ☐ C corp
Partnership Representative: [NAME]

ARTICLE XI - MISCELLANEOUS

Governing Law: State of Idaho

EXECUTION

______________________________ Date: __________
[MEMBER NAME]

EXHIBIT A - MEMBERS

EXHIBIT B - SPOUSAL CONSENT

I, [SPOUSE NAME], am the spouse of [MEMBER NAME], a Member of [COMPANY NAME], LLC. I acknowledge that I have read and understand the Operating Agreement. I consent to the provisions thereof and agree that my community property interest, if any, in the Membership Interest is subject to this Agreement.

______________________________
[SPOUSE NAME]
Date: ______________

Governed by Idaho Uniform Limited Liability Company Act, Idaho Code §§ 30-25-101 et seq. Idaho is a community property state.