LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[COMPANY NAME], LLC

A Massachusetts Limited Liability Company

Effective Date: [DATE]

[// GUIDANCE: Governed by the Massachusetts Limited Liability Company Act, M.G.L. c. 156C §§ 1 et seq. Massachusetts requires annual reports filed with the Secretary of the Commonwealth. Massachusetts does NOT permit Series LLCs.]

ARTICLE I - FORMATION

1.1 Formation

The Members form a limited liability company pursuant to the Massachusetts Limited Liability Company Act, M.G.L. c. 156C §§ 1 et seq. (the "Act") by filing a Certificate of Organization with the Secretary of the Commonwealth.

1.2 Name

[COMPANY NAME], LLC

1.3 Principal Office

[ADDRESS], Massachusetts [ZIP]

1.4 Resident Agent

Agent: [NAME]
Address: [ADDRESS], Massachusetts [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]

ARTICLE XI - MISCELLANEOUS

Governing Law: Commonwealth of Massachusetts

EXECUTION

______________________________ Date: __________
[MEMBER NAME]

EXHIBIT A - MEMBERS

Governed by Massachusetts Limited Liability Company Act, M.G.L. c. 156C §§ 1 et seq.