LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
A New Hampshire Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: Governed by the New Hampshire Limited Liability Company Act, RSA 304-C:1 et seq. New Hampshire has no state income tax on wages or salaries (only on interest and dividends, which is being phased out). Annual reports required with the Secretary of State.]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to the New Hampshire Limited Liability Company Act, RSA 304-C:1 et seq. (the "Act") by filing a Certificate of Formation with the New Hampshire Secretary of State.
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], New Hampshire [ZIP]
1.4 Registered Agent
Agent: [NAME]
Address: [ADDRESS], New Hampshire [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 New Hampshire Business Profits Tax
[// GUIDANCE: New Hampshire imposes a Business Profits Tax (BPT) on business income over $50,000 and a Business Enterprise Tax (BET) on the enterprise value tax base. LLCs may be subject to these taxes.]
ARTICLE XI - MISCELLANEOUS
Governing Law: State of New Hampshire
EXECUTION
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Contribution | Interest |
|---|---|---|
| [NAME] | $[AMT] | [XX]% |
Governed by New Hampshire Limited Liability Company Act, RSA 304-C:1 et seq.