LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
A Kentucky Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: Governed by the Kentucky Limited Liability Company Act, KRS §§ 275.001 et seq. Kentucky requires annual reports. Kentucky imposes a Limited Liability Entity Tax (LLET) on LLCs with Kentucky gross receipts or profits over certain thresholds.]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to the Kentucky Limited Liability Company Act, KRS §§ 275.001 et seq. (the "Act") by filing Articles of Organization with the Kentucky Secretary of State.
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], Kentucky [ZIP]
1.4 Registered Agent
Agent: [NAME]
Address: [ADDRESS], Kentucky [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
See Exhibit A for Members, Capital Contributions, and Percentage Interests.
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]
10.1 Kentucky LLET
[// GUIDANCE: Kentucky imposes a Limited Liability Entity Tax (LLET) on LLCs. The tax is the lesser of $175 or 0.095% of Kentucky gross receipts, with a minimum of $175 if gross receipts exceed $3 million.]
ARTICLE XI - MISCELLANEOUS
Governing Law: Commonwealth of Kentucky
EXECUTION
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Contribution | Interest |
|---|---|---|
| [NAME] | $[AMT] | [XX]% |
Governed by Kentucky Limited Liability Company Act, KRS §§ 275.001 et seq.