LLC Operating Agreement
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LLC Operating Agreement - Free Editor

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[COMPANY NAME], LLC

A New Jersey Limited Liability Company

Effective Date: [DATE]

[// GUIDANCE: Governed by the New Jersey Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 et seq. (effective March 2013). Annual reports required with the Division of Revenue and Enterprise Services.]


ARTICLE I - FORMATION

1.1 Formation

The Members form a limited liability company pursuant to the New Jersey Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 et seq. (the "Act") by filing a Certificate of Formation with the New Jersey Division of Revenue and Enterprise Services.

1.2 Name

[COMPANY NAME], LLC

1.3 Principal Office

[ADDRESS], New Jersey [ZIP]

1.4 Registered Agent

Agent: [NAME]
Address: [ADDRESS], New Jersey [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 per N.J.S.A. 42:2C-31.


ARTICLE X - TAX MATTERS

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


ARTICLE XI - MISCELLANEOUS

Governing Law: State of New Jersey


EXECUTION

______________________________ Date: __________
[MEMBER NAME]


EXHIBIT A - MEMBERS

Member Contribution Interest
[NAME] $[AMT] [XX]%

Governed by New Jersey Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 et seq.

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