New Hampshire Corporate Business

New Hampshire LLC Operating Agreement

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[________________________________]

A NEW HAMPSHIRE LIMITED LIABILITY COMPANY

PREAMBLE AND EFFECTIVE DATE

This Limited Liability Company Operating Agreement (this "Agreement") of [________________________________], a New Hampshire limited liability company (the "Company"), is entered into and effective as of [__/__/____] (the "Effective Date"), by and among the Members identified in Exhibit A attached hereto.

NEW HAMPSHIRE JURISDICTION NOTICE: This Agreement is 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 has been fully phased out as of 2025). New Hampshire imposes a Business Profits Tax (BPT) and Business Enterprise Tax (BET) on certain businesses. Annual reports are required with the Secretary of State.

RECITALS

WHEREAS, the Members desire to form a limited liability company under the New Hampshire Limited Liability Company Act, RSA 304-C:1 et seq. (the "Act");

WHEREAS, a Certificate of Formation has been or will be filed with the New Hampshire Secretary of State in accordance with RSA 304-C:31;

WHEREAS, the Members desire to set forth the terms and conditions governing the Company's operations, the rights and obligations of the Members, and the management of the Company's business and affairs;

WHEREAS, pursuant to RSA 304-C:46, the Members have the authority to enter into an operating agreement to govern the Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, 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 1.01. Formation

The Company has been organized as a New Hampshire limited liability company by the filing of a Certificate of Formation with the New Hampshire Secretary of State pursuant to RSA 304-C:31. The rights and obligations of the Members shall be governed by the Act, except as otherwise expressly provided in this Agreement.

Section 1.02. Company Name

The name of the Company is:

[________________________________], LLC

The Company may conduct business under this name or any fictitious or assumed business name approved by the Members, provided that all required filings are made with appropriate governmental authorities.

Section 1.03. Principal Office

The principal office of the Company shall be located at:

Address: [________________________________]
City: [________________________________]
State: New Hampshire
ZIP Code: [____]

The Company may change its principal office at any time by decision of the Members or Managers, as applicable.

Section 1.04. Registered Agent and Office

The Company's registered agent and registered office in New Hampshire shall be:

Registered Agent Name: [________________________________]
Registered Office Address: [________________________________]
City: [________________________________]
State: New Hampshire
ZIP Code: [____]

The registered agent may be changed at any time by filing the appropriate documents with the New Hampshire Secretary of State.

Section 1.05. Term of Company

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

Section 1.06. Purpose

The Company is formed for the following purposes:

(a) To engage in [________________________________];

(b) To engage in any and all lawful business activities for which a limited liability company may be organized under the Act; and

Section 1.07. Fiscal Year

The fiscal year of the Company shall end on [________________________________] of each year, or such other date as may be determined by the Members or Managers.

Section 1.08. Qualification in Other Jurisdictions

The Members or Managers, as applicable, shall cause the Company to be qualified, formed, or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business and such qualification, formation, or registration is required.

ARTICLE II - DEFINITIONS

Section 2.01. Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

"Act" means the New Hampshire Limited Liability Company Act, RSA 304-C:1 et seq., as amended from time to time.

"Additional Capital Contribution" means any Capital Contribution made by a Member to the Company after such Member's Initial Capital Contribution.

"Affiliate" means, with respect to any Person, (a) any Person directly or indirectly controlling, controlled by, or under common control with such Person; (b) any officer, director, member, manager, partner, or trustee of such Person; or (c) any Person who is an officer, director, member, manager, partner, or trustee of any Person described in clauses (a) or (b).

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

"Assignee" means a Person who has acquired a Membership Interest or portion thereof but has not been admitted as a Member.

"Bankruptcy" means, with respect to any Person: (a) the filing of a voluntary petition under Title 11 of the United States Code; (b) the filing of an involuntary petition against such Person under Title 11 of the United States Code that is not dismissed within ninety (90) days; (c) the appointment of a receiver, custodian, or trustee for all or substantially all of such Person's assets; or (d) a general assignment for the benefit of creditors.

"Capital Account" means the capital account maintained for each Member pursuant to Section 4.04.

"Capital Contribution" means the total amount of cash and the Fair Market Value of any property contributed to the Company by a Member.

"Certificate of Formation" means the Certificate of Formation filed with the New Hampshire Secretary of State to form the Company, as amended or restated from time to time.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Company" means [________________________________], LLC, a New Hampshire limited liability company.

"Company Minimum Gain" has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2).

"Distributable Cash" means all cash, revenues, and funds received by the Company from Company operations, less (a) all principal and interest payments on indebtedness; (b) all cash expenditures incurred in the normal operation of business; and (c) Reserves.

"Distribution" means any transfer of cash or other property by the Company to a Member with respect to the Member's Membership Interest.

"Economic Interest" means a Member's or Assignee's share of Profits, Losses, and Distributions.

"Fair Market Value" means the fair market value of any asset as determined in good faith by the Members, or if the Members cannot agree, by an independent appraiser selected by the Members.

"Initial Capital Contribution" means the Capital Contribution made by each Member upon the formation of the Company or upon admission as a Member, as set forth in Exhibit A.

"Majority Interest" or "Majority Vote" means Members holding more than fifty percent (50%) of the total Percentage Interests.

"Manager" means any Person designated as a Manager of the Company pursuant to Article VI.

"Member" means any Person who has been admitted to the Company as a member and who holds a Membership Interest.

"Member Minimum Gain" has the meaning set forth in Treasury Regulations Section 1.704-2(i)(2).

"Member Nonrecourse Debt" has the meaning set forth in Treasury Regulations Section 1.704-2(b)(4).

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

"Percentage Interest" means, with respect to each Member, the percentage set forth opposite such Member's name in Exhibit A, as adjusted from time to time.

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

"Profits" and "Losses" mean, for each fiscal year or other period, the Company's taxable income or loss for such year or period as determined for federal income tax purposes.

"Reserves" means funds set aside or amounts allocated to reserves that shall be maintained in amounts deemed sufficient by the Members or Managers for working capital, taxes, insurance, debt service, repairs, replacements, renewals, and other costs and expenses.

"Supermajority Interest" means Members holding at least [____]% of the total Percentage Interests.

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

"Treasury Regulations" means the regulations promulgated by the United States Treasury Department under the Code.

"Withdrawal" means a Member's voluntary resignation from the Company.

ARTICLE III - MEMBERS

Section 3.01. Initial Members

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

Section 3.02. Representations and Warranties

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

(a) Authority. Such Member has full power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby.

(b) No Conflicts. The execution, delivery, and performance of this Agreement do not conflict with any agreement, instrument, order, judgment, or decree to which such Member is bound.

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

(d) Sophistication. Such Member has such knowledge and experience in financial and business matters that such Member is capable of evaluating the merits and risks of an investment in the Company.

(e) Accredited Investor. If required by applicable securities laws, such Member qualifies as an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

(f) Information Access. Such Member has had the opportunity to ask questions of and receive answers from the Company and to obtain any additional information necessary to verify the accuracy of information provided.

Section 3.03. Admission of Additional Members

Additional Members may be admitted to the Company only with the consent of [☐ all Members / ☐ a Majority Interest / ☐ a Supermajority Interest]. Any Person to be admitted as an additional Member must:

(a) Execute a counterpart of this Agreement or an amendment hereto;

(b) Make such Capital Contributions as determined by the Members;

(d) Pay any costs and expenses incurred by the Company in connection with such admission.

Section 3.04. No Withdrawal

No Member may withdraw from the Company prior to dissolution except:

(a) With the written consent of [☐ all Members / ☐ a Majority Interest];

(b) As permitted under Article IX (Transfer Restrictions); or

A withdrawing Member shall not be entitled to receive the Fair Market Value of such Member's Membership Interest or any Distribution on account of such withdrawal except as expressly provided herein.

Section 3.05. Liability of Members

(a) Limited Liability. Pursuant to RSA 304-C:53, no Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member.

(b) Return of Distributions. Notwithstanding the foregoing, a Member may be liable to the Company for the return of Distributions under circumstances provided by the Act.

(c) Capital Contributions. A Member shall be liable to the Company only to the extent of such Member's unpaid Capital Contributions as agreed upon herein.

Section 3.06. Member Meetings

(a) Annual Meeting. An annual meeting of Members shall be held on [________________________________] of each year, or at such other time and place as the Members may determine.

(b) Special Meetings. Special meetings of Members may be called by:
(i) Any Manager;
(ii) Members holding at least [____]% of the Percentage Interests; or
(iii) As otherwise provided herein.

(c) Notice. Written notice of any meeting shall be given to all Members at least [____] days but not more than [____] days before the meeting date, stating the date, time, place, and purpose of the meeting.

(d) Quorum. Members holding at least [____]% of the total Percentage Interests, present in person or by proxy, shall constitute a quorum.

(e) Voting. Each Member shall be entitled to vote in proportion to such Member's Percentage Interest.

(f) Proxies. A Member may vote by proxy executed in writing by the Member or by the Member's duly authorized attorney-in-fact.

(g) Action Without Meeting. Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by Members holding the requisite Percentage Interests.

Section 3.07. Records and Information Rights

(a) Company Records. The Company shall maintain the following records at its principal office:
(i) A current list of the names and last known addresses of all Members and Managers;
(ii) Copies of the Certificate of Formation and all amendments thereto;
(iii) Copies of this Agreement and all amendments hereto;
(iv) Copies of the Company's federal, state, and local income tax returns for the three (3) most recent fiscal years;
(v) Financial statements for the three (3) most recent fiscal years; and
(vi) Minutes of all Member meetings and records of all actions taken without a meeting.

(b) Inspection Rights. Each Member shall have the right, upon reasonable notice and during normal business hours, to inspect and copy the records described above at the Member's expense.

ARTICLE IV - CAPITAL CONTRIBUTIONS

Section 4.01. Initial Capital Contributions

Each Member has made or agrees to make the Initial Capital Contribution set forth opposite such Member's name in Exhibit A. Capital Contributions may be made in cash or property.

Section 4.02. Additional Capital Contributions

(a) Voluntary Contributions. No Member shall be required to make any Additional Capital Contributions beyond such Member's Initial Capital Contribution without such Member's consent.

(b) Capital Calls. The Members or Managers may determine that Additional Capital Contributions are necessary or desirable for the Company's business. In such event, each Member shall have the right (but not the obligation) to contribute such Member's pro rata share of the requested capital based on Percentage Interests.

(c) Failure to Contribute. If any Member fails to make an Additional Capital Contribution when requested and another Member makes such contribution on behalf of the non-contributing Member, the contributing Member shall be entitled to:
(i) Treat the contribution as a loan to the non-contributing Member bearing interest at [____]% per annum; or
(ii) Acquire additional Percentage Interest, with a corresponding dilution of the non-contributing Member's Percentage Interest.

Section 4.03. Capital Contribution Documentation

All Capital Contributions shall be documented in writing and reflected in updates to Exhibit A.

Section 4.04. Capital Accounts

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

(b) Credits. Each Member's Capital Account shall be credited with:
(i) Such Member's Capital Contributions;
(ii) Such Member's share of Profits; and
(iii) Any items of income or gain specially allocated to such Member.

(c) Debits. Each Member's Capital Account shall be debited with:
(i) All Distributions to such Member;
(ii) Such Member's share of Losses; and
(iii) Any items of loss or deduction specially allocated to such Member.

(d) Transfer. Upon a Transfer of a Membership Interest, the Capital Account of the transferring Member attributable to the transferred interest shall carry over to the Assignee or new Member.

Section 4.05. No Interest on Capital

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

Section 4.06. Return of Capital

(a) No Right to Return. No Member shall have the right to demand or receive the return of such Member's Capital Contributions except upon dissolution of the Company or as otherwise provided in this Agreement.

(b) Form of Return. Any return of capital may be made in cash or property at the discretion of the Members or Managers.

Section 4.07. Loans by Members

(a) Authorization. With the approval of [☐ the Managers / ☐ a Majority Interest], any Member may make loans to the Company. Such loans shall not be treated as Capital Contributions.

(b) Terms. The terms of any Member loan, including interest rate and repayment schedule, shall be determined by agreement between the lending Member and the Company, provided that such terms are no less favorable to the Company than could be obtained from an unrelated third party.

(c) Priority. Loans by Members shall be repaid before any Distributions to Members on account of their Membership Interests.

ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS

Section 5.01. Allocation of Profits and Losses

(a) Profits. Except as otherwise provided herein, Profits for each fiscal year shall be allocated among the Members in proportion to their respective Percentage Interests.

(b) Losses. Except as otherwise provided herein, Losses for each fiscal year shall be allocated among the Members in proportion to their respective Percentage Interests, provided that no Member shall be allocated Losses to the extent such allocation would cause such Member to have a negative Capital Account balance.

Section 5.02. Special Allocations

(a) Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain during any fiscal year, each Member shall be allocated items of income and gain for such year in accordance with Treasury Regulations Section 1.704-2(f).

(b) Member Minimum Gain Chargeback. If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any fiscal year, each Member who has a share of such Member Minimum Gain shall be allocated items of income and gain for such year in accordance with Treasury Regulations Section 1.704-2(i)(4).

(c) Qualified Income Offset. If any Member unexpectedly receives any adjustment, allocation, or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of income and gain shall be specially allocated to such Member in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

(d) Gross Income Allocation. If any Member has a deficit Capital Account balance at the end of any fiscal year that exceeds such Member's share of Company Minimum Gain and Member Minimum Gain, items of gross income and gain shall be allocated to such Member in an amount and manner sufficient to eliminate such deficit as quickly as possible.

(e) 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, such adjustment shall be treated as an item of gain or loss and shall be allocated to the Members in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

Section 5.03. Regulatory Allocations

The allocations set forth in Section 5.02 are intended to comply with certain requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that such allocations shall be offset by "curative allocations" so that, to the extent possible, the net amount of Profits and Losses allocated to each Member is equal to the net amount that would have been allocated had the regulatory allocations not occurred.

Section 5.04. Tax Allocations

(a) General Rule. Except as otherwise provided herein, for federal, state, and local income tax purposes, each item of income, gain, loss, deduction, and credit shall be allocated among the Members in the same manner as the corresponding items of Profits and Losses are allocated.

(b) Section 704(c) Allocations. In accordance with Code Section 704(c) and Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the Company shall be allocated among the Members to account for any variation between the adjusted tax basis and Fair Market Value of such property at the time of contribution.

Section 5.05. Distributions

(a) Timing and Amount. Distributions of Distributable Cash shall be made at such times and in such amounts as the [☐ Members / ☐ Managers] determine, taking into account the Company's cash needs for operations, capital expenditures, debt service, Reserves, and other purposes.

(b) Pro Rata Distributions. Except as otherwise provided herein, all Distributions shall be made to the Members in proportion to their respective Percentage Interests.

(c) Withholding. The Company may withhold from any Distribution amounts required to be withheld under federal, state, or local tax laws. Any amount so withheld shall be treated as having been distributed to the Member on whose behalf such withholding was made.

Section 5.06. Tax Distributions

(a) Estimated Tax Distributions. Prior to the due date for quarterly estimated tax payments, the Company shall distribute to each Member an amount equal to the estimated federal and state income tax liability of such Member arising from the Company's income for the applicable quarter. Such tax liability shall be calculated using the highest marginal individual income tax rates in effect.

(b) Tax Distribution Priority. Tax distributions shall be treated as advances against Distributions otherwise payable to such Member.

Section 5.07. Distributions in Kind

(a) Authorization. The [☐ Members / ☐ Managers] may determine to make Distributions in kind of Company property rather than cash.

(b) Valuation. Any property distributed in kind shall be valued at its Fair Market Value as of the date of Distribution.

(c) Gain or Loss. Any gain or loss attributable to property distributed in kind shall be allocated among the Members as if such property had been sold at its Fair Market Value.

Section 5.08. 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 ordinary course of business.

(b) Capital Account Limitations. No Distribution shall be made to a Member to the extent such Distribution would cause such Member's Capital Account to have a negative balance.

ARTICLE VI - MANAGEMENT

Section 6.01. Management Structure

Select one:

☐ MEMBER-MANAGED: The Company shall be managed by its Members. Each Member shall have the right to participate in the management and conduct of the Company's business and shall have the authority to bind the Company.

☐ MANAGER-MANAGED: The Company shall be managed by one or more Managers. The Members shall have no authority to participate in management or to bind the Company except as specifically provided herein.

Section 6.02. Initial Managers (If Manager-Managed)

The initial Manager(s) of the Company shall be:

Manager 1: [________________________________]
Address: [________________________________]
Term: [________________________________]

Manager 2: [________________________________]
Address: [________________________________]
Term: [________________________________]

Section 6.03. Powers of Managers (If Manager-Managed)

Subject to the limitations set forth in this Agreement, the Managers shall have full, exclusive, and complete authority, power, and discretion to manage and control the business and affairs of the Company, including without limitation:

(a) Entering into contracts and agreements on behalf of the Company;

(b) Opening and maintaining bank accounts;

(d) Acquiring, holding, and disposing of real and personal property;

(e) Employing agents, employees, and independent contractors;

(f) Instituting, prosecuting, defending, and settling litigation;

(g) Determining the amount and timing of Distributions;

(h) Making all tax elections and decisions on behalf of the Company;

(i) Establishing Reserves for Company purposes; and

(j) Taking any and all actions necessary or appropriate to carry out the Company's purposes.

Section 6.04. Actions Requiring Member Approval

Notwithstanding any other provision of this Agreement, the following actions shall require the approval of [☐ a Majority Interest / ☐ a Supermajority Interest / ☐ all Members]:

(a) Amendment or modification of this Agreement or the Certificate of Formation;

(b) Admission of new Members;

(d) Sale, lease, exchange, or other disposition of all or substantially all Company assets;

(e) Dissolution of the Company;

(f) Filing of a Bankruptcy petition on behalf of the Company;

(g) Incurrence of indebtedness exceeding $[________________________________] individually or $[________________________________] in the aggregate;

(h) Making any capital expenditure exceeding $[________________________________];

(i) Entering into any contract or commitment with a term exceeding [____] years;

(j) Guaranteeing the obligations of any Person;

(k) Lending money or extending credit to any Person;

(l) Acquiring an ownership interest in any other entity;

(m) Changing the Company's principal business or entering a new line of business;

(n) Establishing or modifying compensation for any Manager or Member;

(o) Engaging in any transaction with a Member, Manager, or Affiliate thereof; and

(p) Any other action designated in this Agreement as requiring Member approval.

Section 6.05. Number and Qualification of Managers

(a) Number. The number of Managers shall be [____], or such other number as the Members may determine from time to time.

(b) Qualifications. A Manager need not be a Member of the Company or a resident of New Hampshire.

Section 6.06. Election and Term of Managers

(a) Election. Managers shall be elected by a [☐ Majority Interest / ☐ Supermajority Interest] of the Members.

(b) Term. Each Manager shall hold office until the earliest of:
(i) The expiration of such Manager's term;
(ii) Such Manager's death, resignation, or removal; or
(iii) The election of a successor Manager.

Section 6.07. Removal of Managers

Any Manager may be removed at any time, with or without cause, by the vote of [☐ a Majority Interest / ☐ a Supermajority Interest].

Section 6.08. Resignation of Managers

Any Manager may resign at any time by giving written notice to the Company. Such resignation shall take effect upon receipt of notice or at such later time as specified in the notice.

Section 6.09. Vacancies

Any vacancy in the position of Manager may be filled by the vote of [☐ a Majority Interest / ☐ the remaining Managers].

Section 6.10. Manager Meetings

(a) Regular Meetings. Regular meetings of Managers shall be held at such times and places as the Managers may determine.

(b) Special Meetings. Special meetings may be called by any Manager upon [____] days' written notice.

(d) Voting. Each Manager shall have one vote. Actions shall be taken by a majority of Managers present at a meeting at which a quorum is present.

(e) Action Without Meeting. Any action may be taken without a meeting if all Managers consent in writing.

(f) Telephonic Meetings. Managers may participate in meetings by telephone or video conference.

Section 6.11. Compensation of Managers

Managers shall be entitled to receive compensation as determined by the Members, which may include:

(a) A management fee of $[________________________________] per [☐ month / ☐ year];

(b) Reimbursement for reasonable expenses incurred on behalf of the Company; and

Section 6.12. Officers

(a) Appointment. The [☐ Members / ☐ Managers] may appoint officers of the Company, including a President, Vice President, Secretary, Treasurer, and such other officers as deemed necessary.

(b) Authority. Officers shall have such authority and duties as set forth in resolutions of the [☐ Members / ☐ Managers] or as delegated by the [☐ Members / ☐ Managers].

Section 6.13. Standard of Care and Duties

(a) Fiduciary Duties. Subject to modification by this Agreement as permitted by the Act, each Manager and Member participating in management owes fiduciary duties of loyalty and care to the Company and the other Members.

(b) Duty of Loyalty. The duty of loyalty includes:
(i) Accounting to the Company for any property, profit, or benefit derived from Company business or use of Company property;
(ii) Refraining from dealing with the Company as or on behalf of an adverse party; and
(iii) Refraining from competing with the Company.

(c) Duty of Care. The duty of care requires acting with the care that a person in a similar position would reasonably exercise under similar circumstances.

(d) Contractual Standard. The Members may, by the terms of this Agreement, expand, restrict, or eliminate fiduciary duties to the fullest extent permitted by the Act.

Section 6.14. Transactions with Members or Managers

A Member or Manager may transact business with the Company, provided that such transactions are:

(a) Disclosed to and approved by a [☐ Majority Interest / ☐ Supermajority Interest] of disinterested Members; and

(b) On terms no less favorable to the Company than could be obtained from an unrelated third party.

ARTICLE VII - VOTING RIGHTS

Section 7.01. Voting Rights Generally

Each Member shall be entitled to vote on matters submitted to a vote of the Members in proportion to such Member's Percentage Interest.

Section 7.02. Matters Requiring Majority Vote

The following matters shall require the affirmative vote of a Majority Interest:

(a) Election and removal of Managers;

(b) Approval of annual budgets;

(d) Approval of Member loans to the Company;

(e) Selection of accountants and legal counsel; and

(f) Any other matter not requiring a greater vote under this Agreement.

Section 7.03. Matters Requiring Supermajority Vote

The following matters shall require the affirmative vote of a Supermajority Interest (as defined in Section 2.01):

(a) Amendment of this Agreement;

(b) Admission of new Members;

(d) Incurrence of debt exceeding $[________________________________]; and

(e) Any transaction with a Member, Manager, or Affiliate thereof exceeding $[________________________________].

Section 7.04. Matters Requiring Unanimous Vote

The following matters shall require the unanimous vote of all Members:

(a) Amendment of this Article VII;

(b) Change in Members' Percentage Interests other than as provided herein;

(d) Merger, consolidation, or conversion of the Company;

(e) Sale of all or substantially all Company assets; and

(f) Any action that would make a Member personally liable for Company obligations.

Section 7.05. Voting Procedures

(a) In Person. Members may vote in person at any meeting.

(b) By Proxy. A Member may authorize another Person to vote on such Member's behalf by executing a written proxy.

(c) Written Consent. Any action may be taken without a meeting if Members holding the requisite Percentage Interests sign a written consent.

(d) Electronic Voting. Voting may be conducted electronically if approved by the Members.

ARTICLE VIII - MEETINGS OF MEMBERS

Section 8.01. Annual Meetings

An annual meeting of the Members shall be held within [____] days after the end of each fiscal year for the purpose of:

(a) Reviewing Company operations and financial statements;

(b) Electing Managers (if manager-managed);

(d) Transacting such other business as may properly come before the meeting.

Section 8.02. Special Meetings

Special meetings of the Members may be called at any time by:

(a) Any Manager;

(b) Members holding at least [____]% of the total Percentage Interests; or

Section 8.03. Place of Meetings

Meetings shall be held at the Company's principal office or at such other location as may be designated in the notice of meeting. Meetings may also be held entirely by telephone or video conference.

Section 8.04. Notice of Meetings

(a) Required Notice. Written notice of any meeting shall be delivered to each Member at such Member's address of record not less than [____] days nor more than [____] days before the meeting.

(b) Contents. The notice shall state the date, time, place, and purpose(s) of the meeting.

(c) Waiver. Notice may be waived in writing by any Member either before or after the meeting. Attendance at a meeting shall constitute waiver of notice unless the Member objects at the beginning of the meeting.

Section 8.05. Quorum

Members holding at least [____]% of the total Percentage Interests shall constitute a quorum for the transaction of business. If a quorum is not present, the meeting may be adjourned to a later date.

Section 8.06. Conduct of Meetings

(a) Presiding Officer. Meetings shall be presided over by [☐ a Manager / ☐ the Member with the largest Percentage Interest / ☐ a chairperson elected by the Members].

(b) Minutes. Minutes shall be kept of all meetings and shall be distributed to all Members within [____] days after the meeting.

Section 8.07. Action Without Meeting

Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by Members holding no less than the minimum Percentage Interest that would be necessary to take such action at a meeting.

Section 8.08. Telephonic and Electronic Meetings

Members may participate in meetings by telephone, video conference, or other communications equipment that allows all participants to hear and communicate with each other. Participation by such means shall constitute presence in person.

ARTICLE IX - TRANSFER OF MEMBERSHIP INTERESTS

Section 9.01. Restrictions on Transfer

(a) General Restriction. No Member may Transfer all or any portion of such Member's Membership Interest except in accordance with this Article IX.

(b) Void Transfers. Any Transfer not in compliance with this Article IX shall be void and of no effect and shall not be recognized by the Company.

Section 9.02. Permitted Transfers

A Member may Transfer all or any portion of such Member's Membership Interest without the consent of other Members to:

(a) A revocable living trust for the benefit of the Member or the Member's family members;

(b) The Member's spouse, children, or grandchildren;

(d) Another Member of the Company.

Section 9.03. Right of First Refusal

(a) Offer Notice. If a Member (the "Selling Member") desires to Transfer all or any portion of such Member's Membership Interest to a third party (other than through a Permitted Transfer), the Selling Member shall first deliver written notice to the Company and the other Members (the "Offer Notice") stating:
(i) The name of the proposed transferee;
(ii) The portion of the Membership Interest proposed to be transferred;
(iii) The proposed purchase price and payment terms; and
(iv) All other material terms and conditions of the proposed Transfer.

(b) Company Option. The Company shall have the first option to purchase the offered Membership Interest on the same terms set forth in the Offer Notice. The Company shall exercise this option by delivering written notice to the Selling Member within [____] days after receipt of the Offer Notice.

(c) Member Option. If the Company does not exercise its option, each other Member shall have the option to purchase such Member's pro rata share of the offered Membership Interest on the same terms. Members shall exercise this option by delivering written notice within [____] days after the Company's option expires.

(d) Closing. If the Company or Members exercise their options, the closing shall occur within [____] days after the exercise notice.

(e) Third Party Sale. If the Company and Members do not fully exercise their options, the Selling Member may Transfer the Membership Interest to the proposed transferee on terms no more favorable than those set forth in the Offer Notice, provided such Transfer is completed within [____] days.

Section 9.04. Tag-Along Rights

(a) Right to Participate. If one or more Members holding in the aggregate more than [____]% of the total Percentage Interests (the "Selling Members") propose to Transfer their Membership Interests to a third party, each other Member (the "Tag-Along Member") shall have the right to participate in such Transfer on the same terms and conditions.

(b) Notice. The Selling Members shall give notice to the Tag-Along Members at least [____] days before the proposed Transfer.

(c) Exercise. A Tag-Along Member shall exercise this right by delivering written notice within [____] days after receipt of notice.

Section 9.05. Drag-Along Rights

(a) Drag-Along. If Members holding at least [____]% of the total Percentage Interests approve a Transfer of all Membership Interests to a bona fide third party purchaser, such Members may require all other Members to participate in such Transfer on the same terms and conditions.

(b) Notice. The dragging Members shall give notice to the other Members at least [____] days before the proposed Transfer.

Section 9.06. Conditions to Transfer

No Transfer shall be effective unless:

(a) The transferee executes a counterpart of this Agreement or an assumption agreement in form satisfactory to the Company;

(b) The Transfer complies with all applicable securities laws;

(c) The transferor provides an opinion of counsel (if requested) that the Transfer complies with applicable securities laws;

(d) The transferor pays all costs and expenses incurred by the Company in connection with the Transfer;

(e) The Transfer will not cause the Company to be treated as a publicly traded partnership under Code Section 7704; and

(f) The Transfer will not cause a termination of the Company under Code Section 708.

Section 9.07. Effect of Transfer

(a) Assignee Rights. A transferee who has not been admitted as a Member shall have only the Economic Interest of the transferring Member and shall have no voting or management rights.

(b) Admission as Member. A transferee may be admitted as a Member only upon approval of [☐ a Majority Interest / ☐ a Supermajority Interest / ☐ all Members] and compliance with Section 3.03.

Section 9.08. Involuntary Transfers

Upon any involuntary Transfer of a Membership Interest by reason of Bankruptcy, divorce, death, or operation of law, the transferee shall be bound by this Agreement and shall have only the rights of an Assignee unless admitted as a Member.

Section 9.09. Buyout Upon Death or Disability

(a) Death. Upon the death of a Member, the Company or the remaining Members shall have the option to purchase the deceased Member's Membership Interest from such Member's estate at Fair Market Value.

(b) Disability. Upon the permanent disability of a Member, the Company or the remaining Members shall have the option to purchase the disabled Member's Membership Interest at Fair Market Value.

(c) Exercise Period. The option must be exercised within [____] days after the Company receives notice of the death or disability.

(d) Payment Terms. The purchase price may be paid:
(i) In full at closing; or
(ii) In [____] equal monthly installments with interest at [____]% per annum.

ARTICLE X - BOOKS, RECORDS, AND ACCOUNTING

Section 10.01. Books and Records

The Company shall maintain complete and accurate books and records of the Company's business and affairs, including:

(a) A current list of Members and their addresses;

(b) Copies of the Certificate of Formation and all amendments;

(d) Financial statements for the current and three (3) prior fiscal years;

(e) Tax returns for the current and three (3) prior fiscal years;

(f) Minutes of all Member and Manager meetings;

(g) Records of all actions taken without a meeting; and

(h) Such other records as may be required by the Act.

Section 10.02. Financial Statements

The Company shall provide to each Member:

(a) Within [____] days after the end of each fiscal year, annual financial statements including a balance sheet, income statement, and statement of cash flows;

(b) Within [____] days after the end of each [☐ month / ☐ quarter], interim financial statements; and

Section 10.03. Tax Returns

(a) Preparation. The Company shall prepare or cause to be prepared all tax returns required to be filed by the Company.

(b) Schedule K-1. The Company shall provide each Member with a Schedule K-1 and any other information necessary to prepare such Member's tax returns within [____] days after the end of each fiscal year.

Section 10.04. Bank Accounts

The Company shall maintain one or more bank accounts in the Company's name. Withdrawals from such accounts shall be made only by Persons authorized by the [☐ Members / ☐ Managers].

Section 10.05. Accounting Method

The Company shall use the [☐ cash / ☐ accrual] method of accounting for tax purposes unless otherwise determined by the [☐ Members / ☐ Managers].

ARTICLE XI - DISSOLUTION AND WINDING UP

Section 11.01. Events of Dissolution

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

(a) The unanimous written consent of all Members;

(b) The vote of Members holding at least [____]% of the total Percentage Interests;

(d) The occurrence of any event specified in the Certificate of Formation as causing dissolution;

(e) The passage of ninety (90) consecutive days during which the Company has no Members, unless a new Member is admitted during such period; or

(f) Any other event specified in the Act as causing dissolution.

Section 11.02. Certificate of Dissolution

Upon dissolution, the Company shall file a Certificate of Dissolution with the New Hampshire Secretary of State in accordance with the Act.

Section 11.03. Winding Up

(a) Liquidating Trustee. Upon dissolution, a liquidating trustee shall be appointed by [☐ a Majority Interest / ☐ the remaining Manager(s)] to wind up the Company's affairs.

(b) Authority. The liquidating trustee shall have full authority to wind up the Company's affairs, including:
(i) Collecting all accounts receivable;
(ii) Paying or making provision for all debts and liabilities;
(iii) Liquidating all Company assets;
(iv) Distributing remaining assets to Members; and
(v) Filing all required documents with governmental authorities.

Section 11.04. Order of Distribution

Upon dissolution and after payment of all debts and liabilities, the remaining assets shall be distributed in the following order:

(a) First, to Members to repay any outstanding loans from Members to the Company;

(b) Second, to establish any Reserves deemed necessary by the liquidating trustee for contingent or unforeseen liabilities;

(d) Fourth, to Members in proportion to their Percentage Interests.

Section 11.05. No Deficit Restoration

No Member shall be required to restore any deficit in such Member's Capital Account upon dissolution.

Section 11.06. Distributions in Kind

The liquidating trustee may distribute Company property in kind. Any property so distributed shall be valued at Fair Market Value.

Section 11.07. Termination

The Company shall terminate when all assets have been distributed and the Certificate of Dissolution has been filed.

ARTICLE XII - TAX MATTERS

Section 12.01. Tax Classification

The Company shall be classified for federal income tax purposes as:

☐ A disregarded entity (if single-member)

☐ A partnership (if multi-member, default classification)

☐ An S corporation (if election is made)

☐ A C corporation (if election is made)

Section 12.02. Partnership Representative

(a) Designation. The following individual is designated as the Partnership Representative under Code Section 6223:

Name: [________________________________]
Address: [________________________________]

(b) Authority. The Partnership Representative shall have all powers and authority granted under the Code, including the authority to:
(i) Extend statutes of limitations;
(ii) Settle tax controversies;
(iii) File administrative adjustment requests; and
(iv) Make elections under Code Sections 6221 through 6241.

(c) Push-Out Election. If an imputed underpayment is assessed against the Company, the Partnership Representative shall make the push-out election under Code Section 6226 to shift tax liability to the Members.

(d) Removal. The Partnership Representative may be removed and replaced by a [☐ Majority Interest / ☐ Supermajority Interest].

Section 12.03. Tax Elections

The Partnership Representative or [☐ Members / ☐ Managers] may make any tax elections permitted under the Code, including:

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

(b) Elections regarding depreciation methods and recovery periods;

(d) Any other elections deemed appropriate.

Section 12.04. New Hampshire Tax Matters

NEW HAMPSHIRE TAX NOTICE: New Hampshire has no state income tax on wages or salaries. The Interest and Dividends Tax has been fully phased out as of January 1, 2025. However, New Hampshire imposes:

(a) Business Profits Tax (BPT): A tax on business profits for businesses with gross income over $50,000 from activities in New Hampshire. The rate is currently 7.5%.

(b) Business Enterprise Tax (BET): A tax on the enterprise value tax base (compensation, interest, and dividends paid) for businesses with enterprise value tax base over $150,000 or gross receipts over $250,000. The rate is currently 0.55%.

The Company shall file all required New Hampshire business tax returns and pay all applicable taxes. Members should consult their personal tax advisors regarding their individual tax obligations.

Section 12.05. Tax Information

The Company shall provide each Member with all information necessary to prepare such Member's federal and state income tax returns, including Schedule K-1s, within [____] days after the end of each fiscal year.

ARTICLE XIII - INDEMNIFICATION AND LIMITATION OF LIABILITY

Section 13.01. Indemnification

(a) Scope. The Company shall indemnify, defend, and hold harmless each Member, Manager, officer, 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) arising out of or related to such Person's service to the Company.

(b) Conditions. Indemnification shall be provided only if the Indemnified Person:
(i) Acted in good faith;
(ii) Reasonably believed that such conduct was in or not opposed to the best interests of the Company; and
(iii) In the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful.

(c) Exclusions. No indemnification shall be provided for:
(i) Conduct involving actual fraud, intentional misconduct, or a knowing violation of law;
(ii) A transaction from which the Indemnified Person derived an improper personal benefit; or
(iii) Breaches of the duty of loyalty that are not eliminated by this Agreement.

Section 13.02. Advancement of Expenses

The Company shall advance expenses incurred by an Indemnified Person in defending any claim or proceeding, provided that such Person undertakes in writing to repay such advances if it is ultimately determined that such Person is not entitled to indemnification.

Section 13.03. Insurance

The Company may purchase and maintain insurance on behalf of any Indemnified Person against any liability asserted against such Person, whether or not the Company would have the power to indemnify such Person against such liability under this Article XIII.

Section 13.04. Limitation of Liability

(a) Members. Pursuant to RSA 304-C:53, no Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member.

(b) Managers. No Manager shall be personally liable to the Company or any Member for damages arising from any act or omission in such Manager's capacity as Manager, except for:
(i) Breach of the duty of loyalty;
(ii) Acts or omissions not in good faith or involving intentional misconduct;
(iii) Transactions from which the Manager derived an improper personal benefit; or
(iv) Acts or omissions for which liability is expressly imposed by the Act.

(c) Modification of Duties. To the fullest extent permitted by the Act, the duties and liabilities of Members and Managers are modified as set forth in this Agreement.

Section 13.05. Non-Exclusivity

The indemnification provided herein shall not be exclusive of any other rights to which an Indemnified Person may be entitled.

ARTICLE XIV - AMENDMENTS

Section 14.01. Amendment by Members

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

☐ All Members; or

☐ Members holding at least [____]% of the total Percentage Interests.

Section 14.02. Amendments to Exhibit A

Exhibit A shall be amended by the [☐ Members / ☐ Managers] to reflect:

(a) Admission of new Members;

(b) Withdrawal or removal of Members;

(d) Changes in Capital Contributions; and

(e) Changes in Percentage Interests.

Such amendments shall not require the consent of all Members.

Section 14.03. No Impairment

No amendment shall:

(a) Increase a Member's Capital Contribution obligation without such Member's consent;

(b) Reduce a Member's Percentage Interest without such Member's consent;

(d) Modify the voting requirements for amendments without satisfaction of those requirements.

ARTICLE XV - MISCELLANEOUS

Section 15.01. Governing Law

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

Section 15.02. Dispute Resolution

(a) Mediation. Any dispute arising under this Agreement shall first be submitted to non-binding mediation administered by [________________________________].

(b) Arbitration. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of [☐ the American Arbitration Association / ☐ JAMS].

(c) Venue. Any litigation shall be brought in the state or federal courts located in [________________________________] County, New Hampshire.

(d) Waiver of Jury Trial. EACH MEMBER WAIVES THE RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF THIS AGREEMENT.

Section 15.03. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered:

(a) Personally;

(b) By certified mail, return receipt requested;

(d) By email (with confirmation of receipt).

Notices shall be addressed to the Members at the addresses set forth in Exhibit A or to such other address as a Member may specify in writing.

Section 15.04. Entire Agreement

This Agreement constitutes the entire agreement among the Members with respect to the Company and supersedes all prior agreements, understandings, negotiations, and discussions.

Section 15.05. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Section 15.06. Binding Effect

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

Section 15.07. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

Section 15.08. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Members and the Company. No other Person shall have any rights under this Agreement.

Section 15.09. Headings

The headings in this Agreement are for convenience only and shall not affect its interpretation.

Section 15.10. Construction

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

Section 15.11. Time

Time is of the essence with respect to all matters under this Agreement.

Section 15.12. Further Assurances

Each Member agrees to execute and deliver such additional documents and take such additional actions as may be necessary or appropriate to effectuate the purposes of this Agreement.

Section 15.13. Confidentiality

Each Member agrees to maintain the confidentiality of all Company information and trade secrets and not to disclose such information to any Person except:

(a) To professional advisors bound by confidentiality obligations;

(b) As required by law; or

Section 15.14. Non-Competition

☐ Applicable. Each Member agrees not to engage in any business that competes with the Company during the term of such Member's membership and for [____] years thereafter within [________________________________].

☐ Not Applicable. Members are not subject to non-competition restrictions.

Section 15.15. Non-Solicitation

☐ Applicable. Each Member agrees not to solicit any employee, contractor, customer, or vendor of the Company during the term of such Member's membership and for [____] years thereafter.

☐ Not Applicable. Members are not subject to non-solicitation restrictions.

ARTICLE XVI - 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: ________________________________________

Printed Name: [________________________________]

Date: [__/__/____]

Member 2:

Signature: ________________________________________

Printed Name: [________________________________]

Date: [__/__/____]

Member 3:

Signature: ________________________________________

Printed Name: [________________________________]

Date: [__/__/____]

Member 4:

Signature: ________________________________________

Printed Name: [________________________________]

Date: [__/__/____]

MANAGERS (if Manager-Managed):

Manager 1:

Signature: ________________________________________

Printed Name: [________________________________]

Date: [__/__/____]

Manager 2:

Signature: ________________________________________

Printed Name: [________________________________]

Date: [__/__/____]

EXHIBIT A - SCHEDULE OF MEMBERS

Member Name	Address	Initial Capital Contribution	Percentage Interest	Date of Admission
[________________________________]	[________________________________]	$[________________________________]	[____]%	[__/__/____]
[________________________________]	[________________________________]	$[________________________________]	[____]%	[__/__/____]
[________________________________]	[________________________________]	$[________________________________]	[____]%	[__/__/____]
[________________________________]	[________________________________]	$[________________________________]	[____]%	[__/__/____]
TOTAL		$[________________________________]	100%

EXHIBIT B - INITIAL CAPITAL CONTRIBUTIONS

Cash Contributions:

Member Name	Amount	Date Contributed
[________________________________]	$[________________________________]	[__/__/____]
[________________________________]	$[________________________________]	[__/__/____]

Property Contributions:

Member Name	Description of Property	Fair Market Value	Date Contributed
[________________________________]	[________________________________]	$[________________________________]	[__/__/____]
[________________________________]	[________________________________]	$[________________________________]	[__/__/____]

EXHIBIT C - MANAGER INFORMATION (If Manager-Managed)

Manager Name	Address	Appointment Date	Term Expiration
[________________________________]	[________________________________]	[__/__/____]	[__/__/____]
[________________________________]	[________________________________]	[__/__/____]	[__/__/____]

EXHIBIT D - CONSENT OF SPOUSE (If Applicable)

I, [________________________________], am the spouse of [________________________________], a Member of [________________________________], LLC. I have read and understand the foregoing Operating Agreement. I hereby consent to the terms and conditions of the Operating Agreement and agree that my interest, if any, in my spouse's Membership Interest shall be bound by the terms of the Operating Agreement. I agree not to take any action that would impede or interfere with the terms of the Operating Agreement.

Signature: ________________________________________

Printed Name: [________________________________]

Date: [__/__/____]

This Operating Agreement is 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 but imposes Business Profits Tax and Business Enterprise Tax on certain businesses.

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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