LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[COMPANY NAME], LLC

An Illinois Limited Liability Company

Effective Date: [DATE]

[// GUIDANCE: Governed by the Illinois Limited Liability Company Act, 805 ILCS 180/1-1 et seq. Illinois permits Series LLCs under 805 ILCS 180/37-40. Illinois imposes a $75 annual report fee and a 1.5% replacement tax (Personal Property Replacement Tax) on partnership income allocated to Illinois.]

ARTICLE I - FORMATION

1.1 Formation

The Members form a limited liability company pursuant to the Illinois Limited Liability Company Act, 805 ILCS 180/1-1 et seq. (the "Act") by filing Articles of Organization with the Illinois Secretary of State.

1.2 Name

[COMPANY NAME], LLC

1.3 Principal Office

[ADDRESS], Illinois [ZIP]

1.4 Registered Agent

Agent: [NAME]
Address: [ADDRESS], Illinois [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 805 ILCS 180/37-40.
☐ This LLC is NOT a Series LLC.

[// GUIDANCE: Illinois allows Series LLCs. Each series can have separate assets, liabilities, members, and managers. The Articles of Organization must include a notice that the LLC may establish one or more series.]

ARTICLE II - PURPOSE

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

ARTICLE III - MEMBERS

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

ARTICLE IV - CAPITAL

4.1 Initial Contributions

Per Exhibit A.

4.2 Capital Accounts

Maintained per IRC § 704(b) regulations.

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 per 805 ILCS 180/15-3.

ARTICLE X - TAX MATTERS

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

10.1 Illinois Replacement Tax

[// GUIDANCE: Illinois imposes a Personal Property Replacement Tax (PPRT) of 1.5% on the net income of partnerships and S corporations allocated to Illinois. LLCs taxed as partnerships must pay this tax.]

The Company shall pay all required Illinois taxes, including the Personal Property Replacement Tax.

ARTICLE XI - MISCELLANEOUS

Governing Law: State of Illinois

EXECUTION

______________________________ Date: __________
[MEMBER NAME]

EXHIBIT A - MEMBERS

Governed by Illinois Limited Liability Company Act, 805 ILCS 180/1-1 et seq. Illinois permits Series LLCs and imposes a 1.5% replacement tax.