LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[COMPANY NAME], L.L.C.

A Louisiana Limited Liability Company

Effective Date: [DATE]

[// GUIDANCE: Governed by the Louisiana Limited Liability Company Law, La. R.S. §§ 12:1301 et seq. IMPORTANT: Louisiana is a CIVIL LAW state based on the Napoleonic Code, unique in the United States. Louisiana is also a COMMUNITY PROPERTY state. Louisiana terminology differs: "Articles of Organization" are filed, and the entity is an "L.L.C." Annual reports required.]

ARTICLE I - FORMATION

1.1 Formation

The Members form a limited liability company pursuant to the Louisiana Limited Liability Company Law, La. R.S. §§ 12:1301 et seq. (the "Act") by filing Articles of Organization with the Louisiana Secretary of State.

1.2 Name

[COMPANY NAME], L.L.C.

[// GUIDANCE: Louisiana requires "L.L.C." or "LLC" in the company name.]

1.3 Principal Office

[ADDRESS], Louisiana [ZIP]

1.4 Registered Agent

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

1.5 Term

Perpetual, unless dissolved per this Agreement or the Act.

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: Louisiana is a community property state. Membership interests acquired during marriage are presumed community property unless established as separate property.]

(a) Each married Member represents the character of their Membership Interest as [separate property / community property].
(b) If community property, spousal consent may be required for certain transactions.
(c) Spousal Consent form attached as Exhibit B.

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 per the Act.

ARTICLE X - TAX MATTERS

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

ARTICLE XI - MISCELLANEOUS

Governing Law: State of Louisiana

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], L.L.C. I consent to the Operating Agreement and acknowledge my community property interest, if any, is subject to this Agreement.

______________________________
[SPOUSE NAME]
Date: ______________

Governed by Louisiana Limited Liability Company Law, La. R.S. §§ 12:1301 et seq. Louisiana is a civil law and community property state.