Maine Corporate Business

Maine LLC Operating Agreement

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[________________________________], LLC

A Maine Limited Liability Company

PREAMBLE

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Agreement") is entered into and effective as of [__/__/____] (the "Effective Date"), by and among the Members identified in Exhibit A attached hereto.

WHEREAS, the Members desire to form a limited liability company under the laws of the State of Maine pursuant to the Maine Limited Liability Company Act, 31 M.R.S. §§ 1501-1688 (the "Act"); and

WHEREAS, the Members desire to enter into this Agreement to set forth their respective rights, powers, duties, and obligations with respect to the Company and to provide for the governance, management, and operation of the Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members agree as follows:

ARTICLE I - FORMATION AND ORGANIZATION

Section 1.1 Formation

The Members hereby form a limited liability company pursuant to the Maine Limited Liability Company Act, 31 M.R.S. §§ 1501-1688. A Certificate of Formation has been or shall be filed with the Maine Secretary of State in accordance with 31 M.R.S. § 1531.

Section 1.2 Name

The name of the Company shall be:

[________________________________], LLC

The Company may conduct business under such trade names or assumed names as the Members or Managers may determine from time to time, provided that any required filings are made with the appropriate Maine authorities.

Section 1.3 Principal Office

The principal office of the Company shall be located at:

[________________________________]
[________________________________]
[________________________________], Maine [____]

The Company may maintain additional offices at such other places as the Members or Managers may from time to time determine.

Section 1.4 Registered Agent and Registered Office

The name and address of the Company's registered agent for service of process in Maine, as required by 31 M.R.S. § 1531, shall be:

Registered Agent: [________________________________]

Registered Office Address:
[________________________________]
[________________________________]
[________________________________], Maine [____]

The registered agent and registered office may be changed from time to time by filing the appropriate documents with the Maine Secretary of State.

Section 1.5 Term

The Company shall have perpetual existence unless dissolved in accordance with Article XIII of this Agreement or as otherwise provided by law.

Section 1.6 Purpose

The Company is formed for the following purposes:

[________________________________]
[________________________________]
[________________________________]

The Company may engage in any lawful business or activity for which limited liability companies may be formed under the Act, as determined by the Members or Managers from time to time.

Section 1.7 Foreign Qualification

The Members or Managers may cause the Company to qualify to conduct business in any jurisdiction outside Maine where such qualification is necessary or desirable, and may take all actions necessary to maintain such qualifications.

ARTICLE II - DEFINITIONS

Section 2.1 Defined Terms

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Act" means the Maine Limited Liability Company Act, 31 M.R.S. §§ 1501-1688, as amended from time to time.

"Adjusted Capital Account" means, with respect to any Member, such Member's Capital Account balance adjusted as provided in Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

"Agreement" means this Limited Liability Company Operating Agreement, as amended, modified, supplemented, or restated from time to time.

"Assignee" means a Person to whom a Membership Interest has been transferred but who has not been admitted as a Substitute Member.

"Bankruptcy" means, with respect to any Person, the occurrence of any of the following: (i) the filing of an application by such Person for, or such Person's consent to, the appointment of a trustee, receiver, or custodian of such Person's assets; (ii) the entry of an order for relief with respect to such Person in proceedings under the United States Bankruptcy Code; (iii) the making by such Person of a general assignment for the benefit of creditors; (iv) the entry of an order, judgment, or decree by any court of competent jurisdiction appointing a trustee, receiver, or custodian of the assets of such Person unless such proceedings and the Person appointed are dismissed within ninety (90) days; or (v) the failure by such Person generally to pay such Person's debts as such debts become due.

"Capital Account" means, for each Member, the capital account established and maintained for such Member in accordance with Section 4.5 of this Agreement.

"Capital Contribution" means, with respect to any Member, the total amount of cash and the fair market value of any property contributed to the Company by such Member.

"Certificate of Formation" means the Certificate of Formation filed with the Maine Secretary of State pursuant to 31 M.R.S. § 1531, as amended or restated from time to time.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision of any succeeding law.

"Company" means [________________________________], LLC, the limited liability company formed pursuant to this Agreement.

"Distributable Cash" means all cash received by the Company from operations and from all other sources, less any amounts used to pay or establish reserves for Company expenses, debt payments, capital improvements, replacements, and contingencies, as determined by the Members or Managers.

"Distribution" means any transfer of cash or property by the Company to one or more Members with respect to their Membership Interests, without separate consideration.

"Economic Interest" means a Member's or Assignee's share of the Company's Profits, Losses, and Distributions but does not include any right to participate in the management or affairs of the Company.

"Effective Date" means the date set forth in the Preamble of this Agreement.

"Fiscal Year" means the Company's fiscal year, which shall be the calendar year or such other fiscal year as may be established by the Members or Managers.

"Majority in Interest" means Members holding more than fifty percent (50%) of the total Percentage Interests of all Members entitled to vote on a matter.

"Manager" means any Person designated as a manager of the Company pursuant to Article VII of this Agreement.

"Member" means each Person who executes this Agreement as a Member, each Person who is subsequently admitted as a Member in accordance with this Agreement, and any Person who acquires a Membership Interest and is admitted as a Member, in each case for so long as such Person continues to hold a Membership Interest.

"Membership Interest" means a Member's entire interest in the Company, including such Member's Economic Interest and all rights to participate in the management of the Company.

"Percentage Interest" means, for each Member, such Member's percentage ownership interest in the Company as set forth in Exhibit A, as adjusted from time to time pursuant to this Agreement.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, estate, association, or other entity.

"Profit" and "Loss" mean, for each Fiscal Year or other period, an amount equal to the Company's taxable income or loss for such year or period, determined in accordance with Code Section 703(a), with adjustments as required by Treasury Regulations Section 1.704-1(b).

"Substitute Member" means a Person who has been admitted to the Company as a Member pursuant to Article XI in place of a transferring Member.

"Supermajority" means Members holding at least [____] percent ([____]%) of the total Percentage Interests of all Members entitled to vote on a matter.

"Transfer" means any sale, assignment, transfer, exchange, gift, bequest, pledge, hypothecation, encumbrance, or other disposition, whether voluntary or involuntary, by operation of law or otherwise.

"Treasury Regulations" means the federal income tax regulations promulgated under the Code, as amended from time to time.

Section 2.2 Interpretation

Unless the context otherwise requires: (a) words in the singular include the plural and vice versa; (b) "including" means "including without limitation"; (c) references to Articles, Sections, and Exhibits mean Articles, Sections, and Exhibits of this Agreement; and (d) the terms "hereof," "herein," and "hereunder" refer to this Agreement as a whole.

ARTICLE III - MEMBERS

Section 3.1 Initial Members

The names, addresses, initial Capital Contributions, and Percentage Interests of the initial Members are set forth in Exhibit A attached hereto.

Section 3.2 Admission of Additional Members

Additional Members may be admitted to the Company only upon:

(a) The written consent of Members holding at least [____] percent ([____]%) of the Percentage Interests;

(b) The execution and delivery by such Person of a counterpart signature page to this Agreement or a joinder agreement in form and substance acceptable to the existing Members;

(d) The amendment of Exhibit A to reflect the admission of such new Member.

Section 3.3 Representations and Warranties of Members

Each Member represents and warrants to the Company and to the other Members that:

(a) Such Member has the full legal right, power, and authority to enter into this Agreement and to perform such Member's obligations hereunder;

(b) This Agreement constitutes the legal, valid, and binding obligation of such Member, enforceable against such Member in accordance with its terms;

(c) Such Member is acquiring the Membership Interest for investment purposes only and not with a view toward the distribution or resale thereof;

(d) Such Member understands that the Membership Interest has not been registered under the Securities Act of 1933, as amended, or under any state securities laws;

(e) Such Member is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, or has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company;

(f) Such Member has had the opportunity to ask questions of and receive answers from the Company concerning the Company and the Membership Interest; and

(g) Such Member acknowledges that no federal or state agency has made any finding or determination as to the fairness of the Membership Interest for investment.

Section 3.4 No Personal Liability

Except as otherwise required by the Act or this Agreement, no Member shall be personally liable for any debt, obligation, or liability of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a Member of the Company. This limitation is consistent with 31 M.R.S. § 1544.

Section 3.5 Member Duties

Each Member shall:

(a) Act in good faith in all dealings with the Company and the other Members;

(b) Provide the Company with such information as may reasonably be required for tax reporting and other legitimate purposes;

(c) Comply with all applicable laws and regulations in connection with such Member's activities relating to the Company; and

(d) Refrain from engaging in any activity that would constitute a breach of this Agreement or that would be harmful to the Company's business or reputation.

Section 3.6 Withdrawal of Members

(a) Voluntary Withdrawal. A Member may not voluntarily withdraw from the Company prior to the dissolution and winding up of the Company without the prior written consent of Members holding at least [____] percent ([____]%) of the Percentage Interests (excluding the Percentage Interest of the withdrawing Member).

(b) Consequences of Unauthorized Withdrawal. If a Member withdraws from the Company in violation of this Section 3.6, such Member shall be liable to the Company for damages caused by such withdrawal and shall not be entitled to receive any Distributions until all other Members have been fully paid.

Section 3.7 Information Rights

Each Member shall have the right, upon reasonable advance notice during ordinary business hours, to:

(a) Inspect and copy the records required to be maintained by the Company pursuant to Section 15.1;

(b) Obtain from the Company, promptly after becoming available, a copy of the Company's federal, state, and local income tax returns for each Fiscal Year; and

(c) Obtain from the Company such other information concerning the Company's affairs as is just and reasonable, as provided by 31 M.R.S. § 1557.

ARTICLE IV - CAPITAL CONTRIBUTIONS

Section 4.1 Initial Capital Contributions

Each Member has contributed or shall contribute to the Company the amount of cash or other property set forth opposite such Member's name in Exhibit A as such Member's initial Capital Contribution.

Section 4.2 Additional Capital Contributions

(a) No Obligation. Except as otherwise provided in this Agreement, no Member shall be required to make any additional Capital Contributions to the Company.

(b) Voluntary Contributions. Additional Capital Contributions may be made by any Member with the consent of Members holding at least [____] percent ([____]%) of the Percentage Interests.

(c) Capital Calls. If the Members determine that additional capital is necessary or appropriate for the conduct of the Company's business, the Members holding at least [____] percent ([____]%) of the Percentage Interests may issue a capital call requiring all Members to contribute additional capital in proportion to their Percentage Interests.

(d) Failure to Contribute. If a Member fails to make a required additional Capital Contribution within [____] days after written notice of a capital call:

☐ The non-contributing Member's Percentage Interest shall be diluted based on the total Capital Contributions made by all Members;

☐ The Company may treat the required contribution as a loan to the non-contributing Member bearing interest at [____]% per annum;

☐ The non-contributing Member shall forfeit such Member's right to receive Distributions until all required contributions are made;

☐ Other: [________________________________]

Section 4.3 No Interest on Capital Contributions

No Member shall be entitled to receive interest on such Member's Capital Contributions or Capital Account balance.

Section 4.4 Return of Capital Contributions

Except as otherwise provided in this Agreement, no Member shall have the right to demand or receive the return of such Member's Capital Contributions.

Section 4.5 Capital Accounts

(a) Establishment. A separate Capital Account shall be established and maintained for each Member in accordance with the rules set forth in Treasury Regulations Section 1.704-1(b)(2)(iv).

(b) Increases. Each Member's Capital Account shall be increased by:

(i) The amount of cash contributed by such Member to the Company;
(ii) The fair market value of property contributed by such Member to the Company (net of liabilities assumed by the Company or to which such property is subject);
(iii) Allocations to such Member of Profit and items of Company income and gain; and
(iv) The amount of any Company liabilities assumed by such Member or that are secured by any property distributed to such Member.

(i) The amount of cash distributed to such Member by the Company;
(ii) The fair market value of property distributed to such Member by the Company (net of liabilities assumed by such Member or to which such property is subject);
(iii) Allocations to such Member of Loss and items of Company expense and loss; and
(iv) The amount of any liabilities of such Member assumed by the Company or that are secured by any property contributed by such Member to the Company.

(d) Transfer. If a Membership Interest is transferred in accordance with this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent the Capital Account is attributable to the transferred interest.

Section 4.6 Loans by Members

(a) Loans Permitted. Any Member may, with the approval of Members holding at least [____] percent ([____]%) of the Percentage Interests, lend money to the Company. Any such loan shall not be treated as a Capital Contribution and shall not increase the lending Member's Capital Account.

(b) Terms of Loans. The terms of any loan by a Member to the Company, including the interest rate and repayment schedule, shall be set forth in a written promissory note or loan agreement approved by the Members.

(c) Priority. Unless otherwise agreed in writing, loans by Members shall be repaid before any Distributions are made to Members with respect to their Membership Interests.

ARTICLE V - ALLOCATIONS OF PROFIT AND LOSS

Section 5.1 Allocation of Profit and Loss

(a) Profits. After giving effect to the special allocations set forth in Section 5.2, Profits for any Fiscal Year shall be allocated among the Members in proportion to their respective Percentage Interests.

(b) Losses. After giving effect to the special allocations set forth in Section 5.2, Losses for any Fiscal Year shall be allocated among the Members in proportion to their respective Percentage Interests; provided, however, that Losses shall not be allocated to a Member to the extent that such allocation would cause such Member to have a negative Adjusted Capital Account balance.

Section 5.2 Special Allocations

(a) Qualified Income Offset. If any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account deficit of the Member as quickly as possible.

(b) Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(f), if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year in an amount equal to such Member's share of the net decrease in Company Minimum Gain.

(c) Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such Fiscal Year in an amount equal to such Member's share of the net decrease in Member Nonrecourse Debt Minimum Gain.

(d) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year shall be specially allocated among the Members in proportion to their Percentage Interests.

(e) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable.

(f) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member's Membership Interest, the amount of such adjustment shall be treated as an item of gain or loss, and such gain or loss shall be specially allocated among the Members in accordance with their interests in the Company.

Section 5.3 Tax Allocations

(a) General Rule. Except as otherwise provided in this Section 5.3, for federal, state, and local income tax purposes, each item of income, gain, loss, deduction, and credit of the Company shall be allocated among the Members in the same manner as the corresponding item of Profit or Loss is allocated pursuant to Sections 5.1 and 5.2.

(b) Section 704(c) Allocations. In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial fair market value.

(c) Method. Any elections or other decisions relating to such allocations shall be made by the Tax Matters Partner/Partnership Representative in any manner that reasonably reflects the purpose and intention of this Agreement.

Section 5.4 Allocations in Respect of Transferred Interests

If any Membership Interest is transferred during any Fiscal Year, Profits, Losses, and other items attributable to such Membership Interest for such Fiscal Year shall be allocated between the transferor and the transferee:

☐ Based on the number of days each was the owner of such Membership Interest during such Fiscal Year (prorated based on date of transfer);

☐ Based on an interim closing of the Company's books as of the date of transfer;

☐ Using any other method permitted under Code Section 706 and selected by the Members or Managers.

ARTICLE VI - DISTRIBUTIONS

Section 6.1 Distributions of Distributable Cash

(a) Timing. Distributions of Distributable Cash shall be made at such times and in such amounts as shall be determined by:

☐ The Members holding at least [____] percent ([____]%) of the Percentage Interests;

☐ The Manager(s);

☐ Other: [________________________________]

(b) Allocation of Distributions. All Distributions shall be made to the Members in proportion to their respective Percentage Interests, unless otherwise agreed in writing by all Members.

Section 6.2 Distributions in Kind

(a) Authorization. The Company may make Distributions in kind of Company property with the approval of Members holding at least [____] percent ([____]%) of the Percentage Interests.

(b) Valuation. Any property distributed in kind shall be valued at its fair market value as of the date of distribution. The Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Members if there were a taxable disposition of such property for its fair market value.

Section 6.3 Limitations on Distributions

(a) Statutory Limitations. No Distribution shall be made if, after giving effect to such Distribution, the Company would not be able to pay its debts as they become due in the usual course of business, or the Company's total assets would be less than the sum of its total liabilities, as provided by 31 M.R.S. § 1581.

(b) Liability for Wrongful Distribution. Any Member who receives a Distribution knowing that it violates this Section 6.3 shall be liable to the Company for the amount of the Distribution wrongfully made.

Section 6.4 Withholding

The Company may withhold from Distributions to any Member any amounts required to be withheld under applicable federal, state, local, or foreign tax laws. Any amounts so withheld shall be treated as having been distributed to such Member for purposes of this Agreement.

Section 6.5 Distributions Upon Liquidation

Distributions upon the dissolution and liquidation of the Company shall be made in accordance with Article XIII of this Agreement.

ARTICLE VII - MANAGEMENT

Section 7.1 Management Structure

The Company shall be:

☐ MEMBER-MANAGED. The business and affairs of the Company shall be managed by the Members in accordance with Section 7.2.

☐ MANAGER-MANAGED. The business and affairs of the Company shall be managed by one or more Managers in accordance with Section 7.3.

Section 7.2 Member-Managed Company

If the Company is member-managed:

(a) Management Authority. Except as otherwise provided in this Agreement, all decisions concerning the management and control of the Company shall be made by Members holding at least a Majority in Interest.

(b) Agency Authority. Each Member shall be an agent of the Company and shall have the authority to bind the Company in the ordinary course of business, unless otherwise restricted by this Agreement or by action of the Members.

(c) Actions Requiring Supermajority or Unanimous Consent. Notwithstanding the foregoing, the following actions shall require the consent of Members holding at least [____] percent ([____]%) of the Percentage Interests:

☐ Sale of all or substantially all of the Company's assets outside the ordinary course of business;

☐ Merger, consolidation, or conversion of the Company;

☐ Amendment of the Certificate of Formation or this Agreement;

☐ Admission of new Members;

☐ Incurrence of indebtedness in excess of $[________________________________];

☐ Entry into contracts or commitments in excess of $[________________________________];

☐ Initiation or settlement of litigation;

☐ Dissolution of the Company;

☐ Other: [________________________________]

Section 7.3 Manager-Managed Company

If the Company is manager-managed:

(a) Appointment of Managers. The Company shall have [____] Manager(s). The initial Manager(s) shall be:

Name: [________________________________]
Address: [________________________________]

(b) Powers of Managers. Subject to the limitations set forth in this Agreement, the Manager(s) shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company and to make all decisions regarding those matters.

(c) Specific Powers. Without limiting the generality of the foregoing, the Manager(s) shall have the power and authority to:

(i) Enter into contracts, agreements, and obligations on behalf of the Company;
(ii) Open and maintain bank accounts and other financial accounts in the Company's name;
(iii) Hire, terminate, and supervise employees and independent contractors;
(iv) Acquire, own, manage, improve, and dispose of property;
(v) Borrow money and grant security interests in Company property;
(vi) Execute and deliver documents and instruments on behalf of the Company;
(vii) Institute, prosecute, defend, settle, and compromise legal actions;
(viii) Determine the timing and amount of Distributions; and
(ix) Take all other actions necessary or appropriate to carry out the Company's purposes.

(d) Limitations on Manager Authority. Notwithstanding the foregoing, the following actions shall require the consent of Members holding at least [____] percent ([____]%) of the Percentage Interests:

☐ Sale of all or substantially all of the Company's assets outside the ordinary course of business;

☐ Merger, consolidation, or conversion of the Company;

☐ Amendment of the Certificate of Formation or this Agreement;

☐ Admission of new Members;

☐ Incurrence of indebtedness in excess of $[________________________________];

☐ Entry into contracts or commitments in excess of $[________________________________];

☐ Initiation or settlement of litigation involving claims in excess of $[________________________________];

☐ Dissolution of the Company;

☐ Other: [________________________________]

(e) Term of Managers. Each Manager shall serve until the earlier of: (i) such Manager's resignation or removal; (ii) such Manager's death or Bankruptcy; or (iii) the designation of a successor Manager.

(f) Resignation. A Manager may resign at any time by giving written notice to the Members. Such resignation shall be effective upon receipt of the notice or at such later time as specified in the notice.

(g) Removal. A Manager may be removed at any time, with or without cause, by Members holding at least [____] percent ([____]%) of the Percentage Interests.

(h) Vacancies. Any vacancy in the position of Manager shall be filled by a Person designated by Members holding at least [____] percent ([____]%) of the Percentage Interests.

(i) Compensation. The Manager(s) shall be entitled to receive compensation for services rendered to the Company in such amounts as shall be determined by Members holding at least [____] percent ([____]%) of the Percentage Interests.

Section 7.4 Officers

(a) Designation. The Members or Managers may designate one or more officers of the Company, who may but need not be Members or Managers. Officers may include a President, Vice President, Secretary, Treasurer, and such other officers as may be designated.

(b) Authority. Each officer shall have such authority and perform such duties as may be specified by the Members or Managers or as may be set forth in a resolution adopted by the Members or Managers.

Section 7.5 Duties of Members and Managers

(a) Fiduciary Duties. To the extent permitted by the Act, the fiduciary duties of Members and Managers are modified as follows:

☐ The Members and Managers shall owe traditional fiduciary duties of loyalty and care to the Company and the other Members;

☐ The duty of loyalty is modified as follows: [________________________________];

☐ The duty of care is modified as follows: [________________________________];

☐ Other: [________________________________]

(b) Duty of Good Faith. Each Member and Manager shall act in good faith in all dealings with the Company and the other Members, as required by 31 M.R.S. § 1559.

☐ Members and Managers may engage in other business activities, including activities that compete with the Company;

☐ Members and Managers shall present all business opportunities that relate to the Company's business to the Company before pursuing such opportunities personally;

☐ Other: [________________________________]

Section 7.6 Reliance by Third Parties

Persons dealing with the Company may rely upon a certificate signed by any Member (in a member-managed Company) or any Manager (in a manager-managed Company) as to:

(a) The identity of the Members or Managers;

(b) The existence or nonexistence of any fact that constitutes a condition precedent to acts by the Members or Managers or that is relevant to the affairs of the Company;

(d) Any act or failure to act by the Company or any other matter relating to the Company.

ARTICLE VIII - VOTING AND MEETINGS

Section 8.1 Voting Rights

Each Member shall have voting rights in proportion to such Member's Percentage Interest, unless otherwise specified in this Agreement.

Section 8.2 Member Meetings

(a) Annual Meeting. An annual meeting of the Members may be held at such time and place as determined by the Members or Managers for the purpose of transacting such business as may properly come before the meeting.

(b) Special Meetings. Special meetings of the Members may be called by:

(i) Any Manager;
(ii) Members holding at least [____] percent ([____]%) of the Percentage Interests; or
(iii) As otherwise provided in this Agreement.

(c) Notice. Written notice of any meeting shall be given to all Members at least [____] days prior to the meeting, stating the date, time, place, and purpose of the meeting. Notice may be delivered personally, by mail, by facsimile, or by electronic mail.

(d) Waiver of Notice. Any Member may waive notice of any meeting before, at, or after such meeting. Attendance at a meeting shall constitute a waiver of notice unless the Member objects at the beginning of the meeting.

Section 8.3 Quorum and Voting

(a) Quorum. Members holding at least [____] percent ([____]%) of the Percentage Interests, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of the Members.

(b) Voting. Except as otherwise provided in this Agreement, all matters submitted to a vote of the Members shall be decided by Members holding at least a Majority in Interest of those present at a meeting at which a quorum is present.

Section 8.4 Action Without a Meeting

Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if a written consent setting forth the action is signed by Members holding at least the minimum Percentage Interests that would be necessary to authorize the action at a meeting.

Section 8.5 Proxies

A Member may vote in person or by proxy. A proxy shall be in writing, signed by the Member, and filed with the Company before or at the time of the meeting. A proxy shall be valid for [____] months from the date of execution unless a shorter period is specified in the proxy.

Section 8.6 Manager Meetings

If the Company is manager-managed and there is more than one Manager:

(a) Meetings. Meetings of the Managers may be called by any Manager upon reasonable notice to all Managers.

(b) Quorum. A majority of the Managers shall constitute a quorum for the transaction of business.

(c) Voting. Each Manager shall have one vote, and the act of a majority of the Managers present at a meeting at which a quorum is present shall be the act of the Managers.

(d) Action Without a Meeting. Any action required or permitted to be taken by the Managers may be taken without a meeting if a written consent setting forth the action is signed by all of the Managers.

(e) Telephonic Meetings. Managers may participate in meetings by telephone or other electronic means that permits all participants to hear and communicate with each other simultaneously.

ARTICLE IX - TAX MATTERS

Section 9.1 Tax Classification

(a) Default Classification. The Members intend that the Company shall be classified for federal income tax purposes as:

☐ A partnership (for multi-member LLCs);

☐ A disregarded entity (for single-member LLCs);

☐ An S corporation (with a timely filed election on Form 2553);

☐ A C corporation (with a timely filed election on Form 8832).

(b) No Contrary Elections. No Member shall take any action to change the Company's tax classification without the written consent of Members holding at least [____] percent ([____]%) of the Percentage Interests.

Section 9.2 Partnership Representative / Tax Matters Partner

(a) Designation. The following Person is designated as the "Partnership Representative" (as defined in Code Section 6223) or "Tax Matters Partner" for the Company:

Name: [________________________________]
Address: [________________________________]

(b) Authority. The Partnership Representative shall have all the powers and authority granted to a partnership representative under the Code and Treasury Regulations, including the authority to:

(i) Represent the Company in any tax audits or disputes with taxing authorities;
(ii) Extend statutes of limitations;
(iii) Settle tax controversies;
(iv) Make elections under Code Section 6226; and
(v) Take any other action necessary or appropriate in connection with tax audits or disputes.

(c) Information. The Partnership Representative shall keep the Members reasonably informed of any tax audits or disputes.

(d) Expenses. The Company shall reimburse the Partnership Representative for all reasonable expenses incurred in connection with tax audits or disputes.

(e) Successor. If the Partnership Representative ceases to serve for any reason, a successor Partnership Representative shall be designated by Members holding at least a Majority in Interest.

Section 9.3 Tax Elections

The Members or Managers shall have the authority to make all tax elections on behalf of the Company, including but not limited to:

(a) Elections under Code Section 754 to adjust the basis of Company property;

(b) Elections to amortize organization and start-up expenses under Code Section 709;

(d) Any election to use a specific method of accounting; and

(e) Any other election permitted under the Code or state or local tax laws.

Section 9.4 Tax Returns and Reports

(a) Preparation. The Company shall prepare or cause to be prepared all federal, state, and local income tax returns and reports required to be filed by the Company.

(b) Schedule K-1. The Company shall furnish to each Member a Schedule K-1 (or equivalent) within [____] days after the end of each Fiscal Year, or as soon thereafter as reasonably practicable.

(c) Information. Each Member shall furnish to the Company all information necessary for the preparation of the Company's tax returns.

Section 9.5 Withholding Taxes

The Company shall withhold from Distributions to any Member any amounts required to be withheld under applicable tax laws, and any amounts so withheld shall be treated as Distributions to such Member.

ARTICLE X - TRANSFER OF MEMBERSHIP INTERESTS

Section 10.1 Restrictions on Transfer

(a) General Restriction. Except as otherwise provided in this Agreement, no Member shall Transfer all or any portion of such Member's Membership Interest without the prior written consent of Members holding at least [____] percent ([____]%) of the Percentage Interests (excluding the Percentage Interest of the transferring Member).

(b) Permitted Transfers. Notwithstanding the foregoing, a Member may Transfer all or any portion of such Member's Membership Interest without the consent of the other Members:

☐ To a spouse, parent, child, grandchild, or sibling of the Member, or to a trust for the benefit of any such Person;

☐ To an Affiliate of the Member;

☐ To another Member;

☐ In connection with the Member's death, to such Member's heirs or estate;

☐ Other: [________________________________]

(i) The Transfer must comply with applicable securities laws;
(ii) The transferee must execute a counterpart signature page to this Agreement or a joinder agreement;
(iii) The transferor shall pay all costs associated with the Transfer;
(iv) The Transfer must not cause the Company to be treated as a publicly traded partnership under Code Section 7704; and
(v) The Transfer must not cause a termination of the Company under Code Section 708 (if applicable).

Section 10.2 Right of First Refusal

(a) Offer Notice. Before any Member (the "Selling Member") may Transfer all or any portion of such Member's Membership Interest to a third party (other than in a Permitted Transfer), the Selling Member shall first offer to sell such Membership Interest to the Company and/or the other Members (the "Non-Selling Members") as follows:

(i) The Selling Member shall deliver written notice (the "Offer Notice") to the Company and the Non-Selling Members stating: (A) the Selling Member's intention to Transfer; (B) the Percentage Interest to be transferred; (C) the proposed purchase price and other material terms; and (D) the identity of the proposed transferee.

(b) Company Option. For a period of [____] days after receipt of the Offer Notice, the Company shall have the option to purchase all (but not less than all) of the Membership Interest offered for the price and on the terms set forth in the Offer Notice.

(c) Member Option. If the Company does not exercise its option to purchase, each Non-Selling Member shall have the option, for a period of [____] days following the expiration of the Company's option period, to purchase such Member's pro rata share (based on Percentage Interests) of the Membership Interest offered.

(d) Over-Allotment. If any Non-Selling Member does not exercise its option in full, the remaining Membership Interest may be purchased by the other Non-Selling Members who elected to purchase their full pro rata share.

(e) Sale to Third Party. If the Company and the Non-Selling Members do not exercise their options to purchase all of the Membership Interest offered, the Selling Member may complete the Transfer to the proposed transferee on terms no more favorable than those set forth in the Offer Notice, provided that such Transfer is completed within [____] days after the expiration of all option periods.

Section 10.3 Drag-Along Rights

(a) Drag-Along. If Members holding at least [____] percent ([____]%) of the Percentage Interests (the "Dragging Members") receive and accept a bona fide offer from a third party to purchase all of the Membership Interests in the Company, the Dragging Members may require all other Members (the "Dragged Members") to sell their Membership Interests to such third party on the same terms and conditions.

(b) Notice. The Dragging Members shall provide written notice to the Dragged Members at least [____] days prior to the proposed closing of such sale.

(c) Cooperation. The Dragged Members shall cooperate in the consummation of such sale and shall execute all documents reasonably required to complete the transaction.

Section 10.4 Tag-Along Rights

(a) Tag-Along. If any Member (the "Selling Member") proposes to Transfer more than [____] percent ([____]%) of the total Membership Interests to a third party, each other Member (the "Tag-Along Members") shall have the right to participate in such sale on the same terms and conditions by selling a proportionate amount of such Member's Membership Interest.

(b) Notice. The Selling Member shall provide written notice of the proposed sale to all other Members at least [____] days prior to the proposed closing.

(c) Exercise. Each Tag-Along Member must notify the Selling Member of its election to exercise its tag-along rights within [____] days after receipt of the notice.

Section 10.5 Assignees

(a) Assignee Status. A Person who receives a Transfer of all or any portion of a Membership Interest but who is not admitted as a Substitute Member shall be an Assignee.

(b) Rights of Assignees. An Assignee shall have only the Economic Interest associated with the transferred Membership Interest and shall not have any right to participate in the management of the Company or to vote on any matter.

(i) The written consent of Members holding at least [____] percent ([____]%) of the Percentage Interests;
(ii) The execution of a counterpart signature page to this Agreement; and
(iii) The satisfaction of any other conditions imposed by the Members.

Section 10.6 Effect of Transfer

Upon any Transfer of a Membership Interest in compliance with this Agreement:

(a) The transferee shall be bound by all the terms and conditions of this Agreement;

(b) The transferor shall be released from all obligations under this Agreement arising after the date of Transfer (except for any obligations that expressly survive transfer); and

ARTICLE XI - BUYOUT PROVISIONS

Section 11.1 Events Triggering Buyout

The following events shall constitute "Buyout Events" that may trigger the Company's or the other Members' right to purchase a Member's interest:

(a) Death of a Member (or, if the Member is an entity, dissolution of such entity);

(b) Permanent disability of a Member who is an individual;

(d) Withdrawal of a Member (to the extent permitted by this Agreement);

(e) Breach of this Agreement by a Member;

(f) Divorce or legal separation of a Member who is an individual;

(g) Any Transfer or attempted Transfer in violation of this Agreement; or

(h) Any other event specified in this Agreement or agreed to in writing by the Members.

Section 11.2 Buyout Procedure

Upon the occurrence of a Buyout Event:

(a) The Company shall have the option, for a period of [____] days, to purchase all of the affected Member's Membership Interest.

(b) If the Company does not exercise its option, each other Member shall have the option, for a period of [____] days, to purchase its pro rata share of the affected Member's Membership Interest.

(c) If the Company and the other Members do not collectively exercise their options to purchase all of the affected Member's Membership Interest, the affected Member (or such Member's estate or legal representative) shall continue to hold such Membership Interest subject to all the terms and conditions of this Agreement.

Section 11.3 Purchase Price

(a) Valuation. The purchase price for a Membership Interest purchased pursuant to this Article XI shall be determined as follows:

☐ Fair market value as determined by mutual agreement of the parties within [____] days;

☐ Fair market value as determined by an independent appraiser selected by mutual agreement of the parties (or, if the parties cannot agree, by each party selecting one appraiser and those appraisers selecting a third);

☐ A value determined by applying a formula: [________________________________];

☐ Book value as of the end of the most recent Fiscal Year;

☐ Other: [________________________________]

(b) Adjustments. The purchase price shall be adjusted for any Capital Contributions, Distributions, or other transactions occurring between the valuation date and the closing date.

Section 11.4 Payment Terms

The purchase price shall be payable as follows:

☐ In full at closing by cash, certified check, or wire transfer;

☐ [____] percent ([____]%) at closing, with the balance payable in [____] equal monthly/quarterly/annual installments bearing interest at [____]% per annum, secured by [________________________________];

☐ Other: [________________________________]

Section 11.5 Closing

The closing of any purchase pursuant to this Article XI shall occur within [____] days after determination of the purchase price or such other date as the parties may agree.

ARTICLE XII - INDEMNIFICATION AND INSURANCE

Section 12.1 Indemnification by the Company

(a) Indemnified Persons. To the fullest extent permitted by the Act and other applicable law, the Company shall indemnify and hold harmless each Member, Manager, officer, employee, and agent of the Company (each, an "Indemnified Person") from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or relating to any act, omission, or alleged act or omission arising out of such Indemnified Person's activities on behalf of the Company or in furtherance of the interests of the Company.

(b) Standard of Conduct. Notwithstanding the foregoing, no Indemnified Person shall be entitled to indemnification under this Section 12.1 with respect to:

(i) Any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing;
(ii) Any transaction from which such Indemnified Person received a personal benefit in violation of this Agreement;
(iii) Any act or omission that constitutes willful misconduct or fraud; or
(iv) Any matter as to which indemnification is prohibited by law.

(c) Maine Law. This Section 12.1 is intended to provide the maximum indemnification permitted under Maine law, including 31 M.R.S. § 1544.

Section 12.2 Advancement of Expenses

Expenses (including reasonable attorneys' fees) incurred by an Indemnified Person in defending any claim, demand, action, suit, or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such matter upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall be determined that such Indemnified Person is not entitled to be indemnified under this Article XII.

Section 12.3 Insurance

The Company may purchase and maintain insurance on behalf of any Person who is or was a Member, Manager, officer, employee, or agent of the Company against any liability asserted against such Person and incurred by such Person in any such capacity, whether or not the Company would have the power to indemnify such Person against such liability.

Section 12.4 Indemnification by Members

Each Member shall indemnify and hold harmless the Company and the other Members from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Any breach by such Member of any representation, warranty, or covenant in this Agreement;

(b) Any act or omission of such Member that is outside the scope of such Member's authority under this Agreement; or

Section 12.5 Survival

The indemnification provisions of this Article XII shall survive the dissolution, liquidation, and termination of the Company.

ARTICLE XIII - DISSOLUTION AND WINDING UP

Section 13.1 Events Causing Dissolution

The Company shall be dissolved upon the earliest to occur of the following events:

(a) The consent of Members holding at least [____] percent ([____]%) of the Percentage Interests to dissolve the Company;

(b) The entry of a decree of judicial dissolution pursuant to 31 M.R.S. § 1621;

(d) The sale, exchange, or other disposition of all or substantially all of the Company's assets;

(e) [________________________________]; or

(f) Any other event that causes dissolution under the Act.

Section 13.2 Effect of Dissolution

Upon the occurrence of an event of dissolution, the Company shall cease to carry on its business except as necessary for the orderly winding up of the Company's business, but the Company shall not be terminated until all the assets of the Company have been distributed and the Certificate of Formation has been canceled.

Section 13.3 Winding Up

(a) Responsibility. Upon dissolution, the winding up of the Company shall be conducted by the Members or Managers or, if no Member or Manager is available or willing to act, by a Person appointed by Members holding at least a Majority in Interest (the "Liquidator").

(b) Actions. The Liquidator shall have full power and authority to:

(i) Prosecute and defend suits, whether civil, criminal, or administrative;
(ii) Settle and close the Company's business;
(iii) Dispose of and convey the Company's property;
(iv) Discharge or make reasonable provision for the Company's liabilities;
(v) Distribute the Company's remaining property among the Members; and
(vi) File a Statement of Dissolution with the Maine Secretary of State.

(c) Accounting. As soon as practicable after dissolution, the Liquidator shall cause a final accounting of the Company's affairs to be prepared.

Section 13.4 Distribution of Assets

After the dissolution and winding up of the Company, the assets of the Company shall be distributed in the following order of priority:

(a) First, to creditors of the Company (including Members who are creditors) in satisfaction of their claims, in the order of priority as provided by law;

(b) Second, to the establishment of any reserves that the Liquidator deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

(c) Third, to the Members in proportion to their positive Capital Account balances, after giving effect to all Capital Contributions, Distributions, and allocations for all periods.

Section 13.5 Deficit Capital Accounts

(a) No Restoration. Unless otherwise required by the Act or agreed to in writing by the Members, no Member shall be obligated to restore a deficit balance in such Member's Capital Account.

(b) Qualified Income Offset. Any deficit balance in a Member's Capital Account shall be handled in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

Section 13.6 Certificate of Cancellation

Upon completion of the winding up of the Company's affairs, the Liquidator shall file a Certificate of Cancellation with the Maine Secretary of State.

ARTICLE XIV - AMENDMENTS

Section 14.1 Amendments

This Agreement may be amended only by a written instrument signed by:

☐ All Members;

☐ Members holding at least [____] percent ([____]%) of the Percentage Interests;

☐ Other: [________________________________]

Section 14.2 Amendments to Exhibit A

Notwithstanding Section 14.1, Exhibit A may be amended by the Members or Managers, without the consent of all Members, to reflect:

(a) The admission of new Members;

(b) Changes in Members' Capital Contributions or Percentage Interests pursuant to the terms of this Agreement;

(d) The withdrawal of Members in accordance with this Agreement; and

(e) Changes in Members' contact information.

ARTICLE XV - RECORDS AND REPORTING

Section 15.1 Books and Records

The Company shall maintain at its principal office the following books and records:

(a) A current list of the full name and last known business, residence, or mailing address of each Member and Manager, both past and present;

(b) A copy of the Certificate of Formation, including all amendments thereto;

(d) A copy of this Agreement, including all amendments thereto;

(e) Financial statements for the three most recent years;

(f) Minutes of all meetings of Members and Managers; and

(g) Any written consents of Members and Managers to actions taken without a meeting.

Section 15.2 Annual Reports

The Company shall file annual reports with the Maine Secretary of State as required by 31 M.R.S. § 1681.

Section 15.3 Financial Reports

The Company shall provide to each Member:

(a) Within [____] days after the end of each Fiscal Year, annual financial statements, which may be unaudited unless otherwise required by the Members; and

(b) Such other financial information as the Members may reasonably request.

ARTICLE XVI - MISCELLANEOUS

Section 16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Maine, without regard to the conflicts of law principles thereof.

Section 16.2 Dispute Resolution

(a) Negotiation. Any dispute arising out of or relating to this Agreement shall first be submitted to good faith negotiation between the parties.

(b) Mediation. If the parties are unable to resolve the dispute through negotiation within [____] days, the dispute shall be submitted to non-binding mediation administered by [________________________________].

☐ The dispute shall be resolved by binding arbitration administered by [________________________________] in accordance with its rules, and judgment on the award may be entered in any court having jurisdiction;

☐ The dispute shall be resolved by litigation in the state or federal courts located in [________________________________], Maine, and each party consents to the exclusive jurisdiction of such courts.

(d) Attorneys' Fees. The prevailing party in any arbitration or litigation shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

Section 16.3 Entire Agreement

This Agreement, including all Exhibits hereto, constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

Section 16.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected thereby.

Section 16.5 Waiver

No waiver of any breach of this Agreement shall be deemed a waiver of any other breach, whether similar or dissimilar. No waiver shall be effective unless in writing and signed by the waiving party.

Section 16.6 Notices

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given:

(a) Upon delivery, if delivered personally;

(b) One (1) business day after deposit with a nationally recognized overnight courier;

(c) Three (3) business days after deposit in the United States mail, certified or registered, return receipt requested; or

(d) Upon transmission, if sent by electronic mail with confirmation of receipt.

All notices shall be sent to the addresses set forth in Exhibit A or to such other address as a party may designate in writing.

Section 16.7 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns.

Section 16.8 Counterparts

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission shall be deemed original signatures.

Section 16.9 Headings

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

Section 16.10 Construction

This Agreement shall be construed without regard to any presumption against the party causing it to be drafted.

Section 16.11 Time of the Essence

Time is of the essence with respect to all dates and time periods set forth in this Agreement.

Section 16.12 No Third-Party Beneficiaries

Except as expressly provided herein, this Agreement is for the sole benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns, and nothing herein shall be construed to give any other Person any legal or equitable right, remedy, or claim under or in respect of this Agreement.

Section 16.13 Further Assurances

Each party shall execute and deliver such additional documents and take such additional actions as may be necessary or appropriate to effectuate the provisions of this Agreement.

Section 16.14 Legal Representation

Each Member acknowledges that:

(a) Such Member has had the opportunity to consult with independent legal counsel before executing this Agreement;

(b) Such Member has read and understands the terms of this Agreement; and

ARTICLE XVII - EXECUTION

IN WITNESS WHEREOF, the undersigned have executed this Limited Liability Company Operating Agreement as of the Effective Date first written above.

MEMBERS:

Member 1:

Signature: [________________________________]

Print Name: [________________________________]

Date: [__/__/____]

Address:
[________________________________]
[________________________________]
[________________________________]

Member 2:

Signature: [________________________________]

Print Name: [________________________________]

Date: [__/__/____]

Address:
[________________________________]
[________________________________]
[________________________________]

Member 3:

Signature: [________________________________]

Print Name: [________________________________]

Date: [__/__/____]

Address:
[________________________________]
[________________________________]
[________________________________]

(Add additional signature blocks as needed)

MANAGERS (if manager-managed):

Manager 1:

Signature: [________________________________]

Print Name: [________________________________]

Date: [__/__/____]

Address:
[________________________________]
[________________________________]
[________________________________]

Manager 2:

Signature: [________________________________]

Print Name: [________________________________]

Date: [__/__/____]

Address:
[________________________________]
[________________________________]
[________________________________]

EXHIBIT A - MEMBERS, CAPITAL CONTRIBUTIONS, AND PERCENTAGE INTERESTS

Member Name	Address	Initial Capital Contribution	Percentage Interest
[________________________________]	[________________________________]	$[________________________________]	[____]%
[________________________________]	[________________________________]	$[________________________________]	[____]%
[________________________________]	[________________________________]	$[________________________________]	[____]%
[________________________________]	[________________________________]	$[________________________________]	[____]%
[________________________________]	[________________________________]	$[________________________________]	[____]%

TOTAL: | | $[________________________________] | 100% |

EXHIBIT B - INITIAL MANAGERS (if manager-managed)

Manager Name	Address	Title/Role	Compensation
[________________________________]	[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]	[________________________________]

EXHIBIT C - DESCRIPTION OF CONTRIBUTED PROPERTY (if applicable)

Member: [________________________________]

Description of Property:
[________________________________]
[________________________________]
[________________________________]

Agreed Fair Market Value: $[________________________________]

Liabilities Assumed by Company: $[________________________________]

Net Value of Contribution: $[________________________________]

This Operating Agreement is governed by the Maine Limited Liability Company Act, 31 M.R.S. §§ 1501-1688.

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About This Template

Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.

Important Notice

This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.

Last updated: February 2026