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LLC Operating Agreement - Free Editor

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[________________________________], LLC

A Nevada Limited Liability Company

OPERATING AGREEMENT

Effective Date: [__/__/____]

IMPORTANT NEVADA NOTICES

STATE OF NEVADA: This Operating Agreement is governed by Nevada Revised Statutes Chapter 86 (NRS 86.011 et seq.).

NO STATE INCOME TAX: Nevada does not impose a state personal or corporate income tax. This is a significant tax advantage for Members.

COMMUNITY PROPERTY STATE: Nevada is a COMMUNITY PROPERTY state. Membership Interests acquired during marriage may be characterized as community property absent an agreement to the contrary.

SERIES LLC AVAILABILITY: Nevada permits Series LLCs under NRS 86.296. Each series can have separate assets, liabilities, members, and managers with internal liability shields.

ENHANCED PRIVACY: Nevada does not require disclosure of member or manager names on publicly filed documents, providing enhanced business privacy.

ANNUAL LIST REQUIREMENT: Nevada LLCs must file an Annual List of Managers/Members with the Secretary of State and pay an annual business license fee.

COMMERCE TAX: Nevada imposes a Commerce Tax on businesses with Nevada gross revenue exceeding $4 million annually.

RECITALS

WHEREAS, the Members desire to form a limited liability company under the laws of the State of Nevada; and

WHEREAS, the Members desire to enter into this Operating Agreement to define their respective rights, duties, and obligations as Members of the Company;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Members agree as follows:

ARTICLE I - DEFINITIONS

Section 1.1 Definitions

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

"Act" means Nevada Revised Statutes Chapter 86 (NRS 86.011 et seq.), as amended from time to time.

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

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

"Assignee" means a transferee of a Membership Interest who has not been admitted as a Member.

"Bankruptcy" means, with respect to any Person, the filing of a petition for relief under the United States Bankruptcy Code or any comparable state insolvency law.

"Capital Account" means the capital account maintained for each Member in accordance with Section 4.4 of this Agreement and the Treasury Regulations under Internal Revenue Code Section 704(b).

"Capital Contribution" means the total amount of cash and the fair market value of property contributed to the Company by a Member.

"Articles of Organization" means the Articles of Organization filed with the Nevada Secretary of State to form the Company, as amended from time to time.

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

"Community Property" means property acquired during marriage that is presumed to be owned equally by both spouses under Nevada law (NRS Chapter 123).

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

"Distributable Cash" means cash funds of the Company available for distribution as determined by the Members or Managers, taking into account reserves for Company obligations and operations.

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

"Economic Interest" means the right to receive Distributions and allocations of Profits and Losses but not the right to participate in management or vote on Company matters.

"Fiscal Year" means the Company's fiscal year, which shall be the calendar year unless otherwise determined by the Members or Managers.

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

"Manager" means any Person designated as a Manager of the Company in accordance with Article VII.

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

"Membership Interest" means a Member's entire interest in the Company, including the Member's Economic Interest and the right to participate in management and vote on Company matters.

"Net Profits" and "Net Losses" mean, for each Fiscal Year or other period, the Company's taxable income or loss determined in accordance with Code Section 703(a).

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

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

"Separate Property" means property owned by a spouse before marriage or acquired during marriage by gift, inheritance, or separate agreement.

"Series" means a series of members, managers, membership interests, or assets designated pursuant to NRS 86.296.

"Supermajority Vote" means Members holding at least [sixty-six and two-thirds percent (66.67%) / seventy-five percent (75%)] of the total Percentage Interests.

"Tax Matters Partner" or "Partnership Representative" means the Person designated under Article XI to represent the Company in tax matters.

"Transfer" means any sale, assignment, gift, exchange, pledge, encumbrance, hypothecation, or other disposition, whether voluntary or involuntary.

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

ARTICLE II - FORMATION AND ORGANIZATION

Section 2.1 Formation

The Company was formed as a Nevada limited liability company upon the filing of the Articles of Organization with the Nevada Secretary of State on [__/__/____], pursuant to the Act.

Section 2.2 Name

The name of the Company is [________________________________], LLC. The Company may conduct business under such name or any other name approved by the Members or Managers in accordance with applicable law.

Section 2.3 Principal Office

The principal office of the Company shall be located at:

[________________________________]
[________________________________]
Nevada [____]

The principal office may be changed by the Members or Managers upon written notice to all Members.

Section 2.4 Registered Agent

The registered agent for service of process on the Company in the State of Nevada shall be:

Registered Agent Name:
[________________________________]

Registered Agent Address:
[________________________________]
[________________________________]
Nevada [____]

The registered agent may be changed by filing an appropriate statement with the Nevada Secretary of State.

Section 2.5 Term

The Company shall have perpetual existence, unless dissolved in accordance with Article XIII of this Agreement or the Act.

Section 2.6 Purpose

The Company is formed for the following purposes:

(a) To engage in [________________________________]; and

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

Section 2.7 Powers

The Company shall have all powers necessary, convenient, or incidental to accomplish its purposes, including all powers granted to limited liability companies under the Act.

Section 2.8 Title to Property

All real and personal property owned by the Company shall be owned by the Company as an entity. No Member shall have any ownership interest in any Company property in such Member's individual name or right. Each Member's Membership Interest shall be personal property for all purposes.

Section 2.9 Series LLC Designation

☐ SERIES LLC: This Company IS designated as a Series LLC under NRS 86.296. The provisions relating to Series are set forth in Exhibit E attached hereto.

☐ NOT A SERIES LLC: This Company is NOT designated as a Series LLC.

Section 2.10 Annual List

The Company shall file an Annual List of Managers or Managing Members with the Nevada Secretary of State and pay the required annual business license fee on or before the last day of the month in which the anniversary date of the Company's formation occurs.

ARTICLE III - MEMBERS

Section 3.1 Initial Members

The initial Members of the Company, their addresses, Capital Contributions, and Percentage Interests are set forth in Exhibit A attached hereto and incorporated herein by reference.

Section 3.2 Representations and Warranties

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

(a) Such Member has full power and authority to enter into this Agreement and perform its obligations hereunder;

(b) This Agreement constitutes a legal, valid, and binding obligation of such Member;

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

(d) Such Member has received and reviewed all information concerning the Company that such Member has requested;

(e) Such Member has adequate means of providing for current financial needs and contingencies and has no need for liquidity in this investment;

(f) Such Member is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, or has such knowledge and experience in financial and business matters to evaluate the merits and risks of this investment;

(g) [For Entity Members] Such Member is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.

Section 3.3 Additional Members

Additional Members may be admitted to the Company only upon:

(a) The affirmative vote or written consent of Members holding [a Majority in Interest / unanimous consent];

(b) The execution by the new Member of a counterpart of this Agreement or an amendment hereto;

(d) Compliance with all applicable securities laws.

Section 3.4 Withdrawal of Members

(a) Voluntary Withdrawal. No Member may voluntarily withdraw from the Company without the prior written consent of Members holding [a Majority in Interest / unanimous consent], except as otherwise provided in this Agreement.

(b) Involuntary Withdrawal. A Member shall be deemed to have involuntarily withdrawn upon:

(i) The death of an individual Member;

(ii) The adjudication of incompetency of an individual Member;

(iii) The Bankruptcy of a Member;

(iv) The dissolution, termination, or liquidation of an entity Member; or

(v) The expulsion of a Member as permitted by this Agreement or the Act.

Section 3.5 Liability of Members

(a) Limited Liability. As provided in NRS 86.371, 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. A Member may be required to return Distributions to the Company only to the extent required by the Act.

Section 3.6 Access to Information

Each Member shall have the right, upon reasonable notice and during normal business hours, to:

(a) Inspect and copy Company records required to be maintained under the Act;

(b) Obtain copies of the Company's federal, state, and local income tax returns;

(d) Obtain such other information regarding the affairs of the Company as is just and reasonable.

Section 3.7 Privacy

Nevada law provides enhanced privacy protections for LLC members and managers. The Company shall not disclose Member information except as required by law or this Agreement.

Section 3.8 Community Property Provisions

(a) Characterization of Membership Interest. Each married Member represents and warrants whether such Member's Membership Interest is:

☐ Community Property of the Member and the Member's spouse;

☐ Separate Property of the Member; or

☐ A combination of Community Property and Separate Property (as specified in Exhibit A).

(b) Spousal Consent. If any Membership Interest is or may be Community Property, the Member's spouse shall execute the Spousal Consent attached as Exhibit D.

(c) Transmutation. Any transmutation of a Membership Interest from Community Property to Separate Property or vice versa must be in writing signed by both spouses and delivered to the Company.

(d) Divorce or Separation. In the event of divorce, dissolution, or legal separation of a married Member:

(i) The Member shall promptly notify the Company;

(ii) The Company shall continue to recognize the Member as the sole owner of the Membership Interest for Company purposes until receipt of a court order or written agreement allocating the Membership Interest;

(iii) Any allocation of the Membership Interest to the non-Member spouse shall be treated as a Transfer subject to Article IX.

ARTICLE IV - CAPITAL CONTRIBUTIONS

Section 4.1 Initial Capital Contributions

Each Member has contributed or agrees to contribute to the Company the Capital Contribution set forth opposite such Member's name on Exhibit A. The initial Capital Contributions shall be made as follows:

☐ Cash contributions due on or before [__/__/____]

☐ Property contributions as described in Exhibit B

☐ Services contributions (to the extent permitted and as described in Exhibit B)

Section 4.2 Character of Capital Contributions

Each Member represents and warrants the character (Community Property or Separate Property) of each Capital Contribution as set forth in Exhibit A and Exhibit B.

Section 4.3 Additional Capital Contributions

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

(b) Voluntary Contributions. Additional Capital Contributions may be made by Members as agreed upon by the Members or Managers.

(c) Mandatory Calls. If the Members or Managers determine that additional capital is required for the Company's operations, they may issue a Capital Call upon [majority / unanimous] approval. Each Member shall contribute additional capital in proportion to such Member's Percentage Interest within [thirty (30) / sixty (60)] days of notice.

(d) Failure to Contribute. If a Member fails to make a required additional Capital Contribution, the Company may pursue any remedy available at law or in equity, including:

(i) Reducing such Member's Percentage Interest;

(ii) Treating the deficiency as a loan bearing interest at the rate of [____]% per annum;

(iii) Allowing other Members to make the contribution and adjust Percentage Interests accordingly; or

(iv) Such other remedies as the Members may determine.

Section 4.4 Return of Capital Contributions

Except as otherwise provided in this Agreement or required by law, no Member shall have the right to:

(a) Demand or receive the return of all or any portion of such Member's Capital Contribution;

(b) Receive interest on any Capital Contribution; or

Section 4.5 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) The amount of cash contributed by such Member;

(ii) The fair market value of property contributed by such Member (net of liabilities);

(iii) Such Member's allocable share of Net Profits and any separately stated items of income or gain; and

(iv) Any other amounts required by the Treasury Regulations.

(i) The amount of cash distributed to such Member;

(ii) The fair market value of property distributed to such Member (net of liabilities);

(iii) Such Member's allocable share of Net Losses and any separately stated items of loss or deduction; and

(iv) Any other amounts required by the Treasury Regulations.

(d) Compliance. The Capital Accounts shall be maintained in compliance with Treasury Regulations Sections 1.704-1(b) and 1.704-2 and shall be interpreted and applied in a manner consistent therewith.

Section 4.6 Negative Capital Accounts

No Member shall be required to restore a negative Capital Account balance.

ARTICLE V - ALLOCATIONS

Section 5.1 Allocation of Net Profits and Net Losses

(a) Net Profits. Net Profits for each Fiscal Year shall be allocated to the Members in proportion to their respective Percentage Interests.

(b) Net Losses. Net Losses for each Fiscal Year shall be allocated to the Members in proportion to their respective Percentage Interests; provided, however, that no allocation of Net Losses shall be made to a Member to the extent such allocation would cause or increase a deficit balance in such Member's Capital Account in excess of the amount, if any, that such Member is obligated to restore.

Section 5.2 Regulatory Allocations

The following special allocations shall be made in the following order of priority:

(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 equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g).

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

(c) Qualified Income Offset. If any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of income and gain shall be allocated to such Member in an amount and manner sufficient to eliminate the deficit balance in such Member's Capital Account as quickly as possible.

(d) Gross Income Allocation. If any Member has a deficit Capital Account balance at the end of any Fiscal Year that is in excess of the sum of (i) the amount such Member is obligated to restore and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), such Member shall be allocated items of gross income and gain in the amount of such excess as quickly as possible.

(e) Nonrecourse Deductions. Nonrecourse Deductions shall be allocated among the Members in proportion to their respective Percentage Interests.

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

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 shall be allocated among the Members in the same manner as the corresponding item is allocated for Capital Account purposes.

(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 Company shall be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company and its fair market value at the time of contribution.

(c) Revaluation Adjustments. If the Capital Accounts are adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f) to reflect the fair market value of Company property, subsequent allocations of income, gain, loss, and deduction shall take account of any variation between the adjusted basis of such property and its fair market value using any method permitted under Treasury Regulations Section 1.704-3.

Section 5.4 Allocations on Transfer

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

☐ The interim closing of the books method

☐ A daily proration method

☐ Any other method permitted by Code Section 706 and selected by the Members or Managers

ARTICLE VI - DISTRIBUTIONS

Section 6.1 Distributions Generally

(a) Discretionary Distributions. Distributions of Distributable Cash shall be made at such times and in such amounts as determined by the [Members / Managers] in their sole discretion, subject to the restrictions set forth in this Agreement and the Act.

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

Section 6.2 Tax Distributions

(a) Purpose. To the extent Distributable Cash is available and not otherwise needed for Company operations, the Company shall distribute to each Member an amount sufficient to enable such Member to pay federal income taxes attributable to Company income allocated to such Member.

(b) Calculation. Tax Distributions shall be calculated by multiplying (i) the estimated taxable income allocated to each Member by (ii) the highest marginal federal income tax rate applicable to individuals (currently approximately [____]%).

(c) Timing. Tax Distributions shall be made on or before March 15, June 15, September 15, and December 15 of each year, or as otherwise appropriate to permit Members to timely pay estimated taxes.

(d) Offset. Tax Distributions made pursuant to this Section shall be treated as advances against future Distributions and shall be offset against Distributions to which such Member would otherwise be entitled.

Section 6.3 Limitations on Distributions

(a) Statutory Restrictions. No Distribution shall be made if, after giving effect to the Distribution:

(i) The Company would not be able to pay its debts as they become due in the usual course of business; or

(ii) The Company's total assets would be less than the sum of its total liabilities.

(b) Act Compliance. All Distributions shall comply with NRS 86.343 and other applicable provisions of the Act.

Section 6.4 Distributions in Kind

(a) General Rule. No Member may demand or receive a Distribution in any form other than cash.

(b) Discretion. The [Members / Managers] may, in their sole discretion, make Distributions in kind of Company property. Any such Distribution shall be made to the Members in proportion to their respective Percentage Interests.

(c) Valuation. Property distributed in kind shall be valued at its fair market value as of the date of Distribution, as determined by the [Members / Managers] in good faith or by an independent appraiser.

Section 6.5 Record Date

The [Members / Managers] may establish a record date for determining the Members entitled to receive any Distribution.

Section 6.6 Community Property Distributions

Distributions attributable to Membership Interests that are Community Property shall be paid to the Member of record. The characterization of such Distributions as Community Property or Separate Property shall be determined under Nevada law.

ARTICLE VII - MANAGEMENT

Section 7.1 Management Structure

The Company shall be managed as follows (select one):

☐ MEMBER-MANAGED: The Company is member-managed. All Members shall have the authority to participate in the management and conduct of the Company's business. Any Member may bind the Company in the ordinary course of business.

☐ MANAGER-MANAGED: The Company is manager-managed. The Manager(s) shall have exclusive authority to manage the business and affairs of the Company. The Members shall have no authority to participate in management except as expressly provided in this Agreement.

Section 7.2 Managers (If Manager-Managed)

(a) Initial Managers. The initial Manager(s) of the Company shall be:

Manager Name	Title	Address
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]

(b) Number of Managers. The Company shall have [____] Manager(s), which number may be changed by the affirmative vote of Members holding [a Majority in Interest / Supermajority Vote].

(d) Term. Each Manager shall serve until such Manager's death, resignation, removal, or disqualification, or until a successor is appointed.

(e) Appointment. Managers shall be appointed by the affirmative vote of Members holding [a Majority in Interest / Supermajority Vote].

(f) Removal. Any Manager may be removed, with or without cause, by the affirmative vote of Members holding [a Majority in Interest / Supermajority Vote].

(g) Resignation. Any Manager may resign at any time by giving written notice to the Company and the Members. Such resignation shall be effective upon receipt of notice or at such later date as specified therein.

(h) Vacancies. Any vacancy in the position of Manager shall be filled by the affirmative vote of Members holding [a Majority in Interest / Supermajority Vote].

Section 7.3 Powers and Duties of Managers

(a) General Powers. The Manager(s) shall have full and exclusive authority to manage and control the business and affairs of the Company, including the power to:

(i) Execute contracts, agreements, and other instruments on behalf of the Company;

(ii) Open and maintain bank accounts;

(iii) Hire, supervise, and terminate employees and independent contractors;

(iv) Acquire, hold, and dispose of property;

(v) Borrow money and incur indebtedness;

(vi) Commence, prosecute, defend, and settle legal proceedings;

(vii) Perform all acts necessary or appropriate to carry out the Company's business; and

(viii) Delegate authority to officers, employees, agents, or committees.

(b) Standard of Care. Each Manager shall discharge the Manager's duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Manager reasonably believes to be in the best interests of the Company.

Section 7.4 Actions Requiring Member Approval

Notwithstanding any other provision of this Agreement, the following actions shall require the prior approval of Members holding [a Majority in Interest / Supermajority Vote / unanimous consent]:

(a) Amendment or restatement of this Operating Agreement;

(b) Amendment of the Articles of Organization;

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

(e) Sale of all or substantially all of the Company's assets;

(f) Dissolution of the Company;

(g) Bankruptcy filing;

(h) Any transaction between the Company and a Member, Manager, or their Affiliates;

(i) Capital Calls requiring additional Capital Contributions;

(j) Incurrence of debt exceeding $[________________________________];

(k) Capital expenditures exceeding $[________________________________];

(l) Entry into any lease with annual rent exceeding $[________________________________];

(m) Any guaranty of third-party obligations;

(n) Any change in the Company's principal business;

(o) Establishment or modification of compensation for Managers or officers;

(p) Establishment or termination of any Series; and

(q) Any other action specified in this Agreement as requiring Member approval.

Section 7.5 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) Duties. Each officer shall have such duties and authority as prescribed by the [Members / Managers] or as customarily associated with such office.

(c) Term. Each officer shall serve at the pleasure of the [Members / Managers] and may be removed at any time with or without cause.

Section 7.6 Compensation

(a) Manager Compensation. Managers shall be entitled to receive compensation for services rendered to the Company as determined by the Members.

(b) Member Compensation. Members acting in their capacity as Members shall not be entitled to compensation for services rendered to the Company, except as otherwise approved by the Members.

(c) Reimbursement. Managers and Members shall be entitled to reimbursement for reasonable expenses incurred on behalf of the Company.

ARTICLE VIII - MEETINGS AND VOTING

Section 8.1 Member Meetings

(a) Annual Meeting. An annual meeting of Members shall be held at such time and place as designated by the [Members / Managers] for the purpose of conducting such business as may properly come before the meeting.

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

(i) Any Manager;

(ii) Members holding at least [twenty percent (20%)] of the total Percentage Interests; or

(iii) As otherwise provided in this Agreement.

(c) Notice. Written notice of each meeting shall be given to all Members at least [ten (10)] days before the meeting, stating the date, time, place, and purpose of the meeting.

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

Section 8.2 Quorum and Voting

(a) Quorum. Members holding [a Majority in Interest] shall constitute a quorum for the transaction of business at any meeting.

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

(c) Ordinary Matters. Except as otherwise provided in this Agreement, all matters shall be decided by the affirmative vote of Members holding a Majority in Interest.

(d) Extraordinary Matters. Matters specified in Section 7.4 and other extraordinary matters shall require such vote as specified therein.

Section 8.3 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, signed by Members holding the requisite Percentage Interests, and delivered to the Company for inclusion in the Company records.

Section 8.4 Remote Participation

Members may participate in meetings by telephone, video conference, or other communications technology through which all participants can hear and communicate with each other. Participation by such means shall constitute presence in person at the meeting.

Section 8.5 Manager Meetings (If Manager-Managed)

(a) Meetings. Managers may hold meetings at such times and places as they determine.

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

(c) Voting. Each Manager shall have one vote. Actions by the Managers shall require the affirmative vote of a majority of the Managers present at a meeting at which a quorum is present.

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

ARTICLE IX - TRANSFER OF MEMBERSHIP INTERESTS

Section 9.1 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) Permitted Transfers. The following Transfers shall be permitted without the consent of the other Members:

(i) Transfers to a Member's spouse, children, grandchildren, parents, or siblings;

(ii) Transfers to a trust for the benefit of a Member or such Member's immediate family members;

(iii) Transfers to an Affiliate of a Member;

(iv) Transfers to another Member;

(v) Transfers required by court order in a divorce or dissolution proceeding (subject to Section 9.6); and

(vi) Transfers pursuant to Section 9.3 (Right of First Refusal).

(c) Prohibited Transfers. Any Transfer not in compliance with this Article IX shall be null and void and of no effect.

Section 9.2 Conditions to Permitted Transfers

Any Permitted Transfer shall be subject to the following conditions:

(a) The transferee shall execute a counterpart of this Agreement or such other documents as required by the [Members / Managers];

(b) The transferor shall pay all reasonable expenses incurred by the Company in connection with the Transfer;

(d) The Transfer shall not cause the Company to be treated as a publicly traded partnership for federal income tax purposes;

(e) The transferor shall provide the Company with such opinions of counsel as the [Members / Managers] may reasonably require; and

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

Section 9.3 Right of First Refusal

(a) Offer Notice. Before any Member (the "Selling Member") may Transfer any Membership Interest to a third party, the Selling Member shall first offer such interest to the Company and the other Members (the "Non-Selling Members") by delivering written notice (the "Offer Notice") to the Company specifying:

(i) The identity of the proposed transferee;

(ii) The number or percentage of Membership Interest proposed to be Transferred;

(iii) The purchase price and other material terms of the proposed Transfer; and

(iv) The proposed closing date.

(b) Company Option. The Company shall have the first option to purchase all (but not less than all) of the offered Membership Interest at the price and on the terms set forth in the Offer Notice. The Company shall exercise this option by delivering written notice to the Selling Member within [thirty (30)] days after receipt of the Offer Notice.

(c) Member Option. If the Company does not exercise its option, each Non-Selling Member shall have the option to purchase a pro rata portion of the offered Membership Interest (based on such Member's Percentage Interest relative to the Percentage Interests of all Non-Selling Members). Each Non-Selling Member shall exercise this option by delivering written notice to the Selling Member within [thirty (30)] days after the expiration of the Company's option period.

(d) Closing. The closing of any purchase under this Section shall occur within [sixty (60)] days after the exercise of the option.

(e) Third-Party Sale. If the Company and the Non-Selling Members do not exercise their options to purchase all of the offered Membership Interest, the Selling Member may Transfer such interest to the proposed transferee at a price not less than, and on terms not more favorable than, those set forth in the Offer Notice, provided that such Transfer is completed within [ninety (90)] days after the expiration of the option periods.

Section 9.4 Admission of Transferee as Member

(a) General Rule. A transferee of a Membership Interest shall be admitted as a Member only upon:

(i) The approval of Members holding [a Majority in Interest / unanimous consent];

(ii) The execution by the transferee of a counterpart of this Agreement; and

(iii) Payment of any required fees or expenses.

(b) Assignee Rights. Until admitted as a Member, a transferee shall be an Assignee with only the right to receive Distributions and allocations attributable to the transferred interest but shall have no right to participate in management or vote on Company matters.

Section 9.5 Involuntary Transfers

(a) Charging Orders. Pursuant to NRS 86.401, a creditor of a Member may obtain a charging order against such Member's Membership Interest. The Company and the other Members shall have the option to purchase such interest at fair market value as determined by an independent appraiser.

(b) Bankruptcy. Upon the Bankruptcy of a Member, the Company and the other Members shall have the option to purchase such Member's Membership Interest at fair market value.

Section 9.6 Community Property Transfers

(a) Divorce or Dissolution. In the event of divorce, dissolution, or legal separation involving a Member:

(i) The Company shall have the first option to purchase any Membership Interest awarded to a non-Member spouse at fair market value;

(ii) If the Company does not exercise its option, the remaining Members shall have the option to purchase such interest at fair market value;

(iii) If neither the Company nor the remaining Members exercise their options, the non-Member spouse shall be admitted as an Assignee only, without voting or management rights, unless approved for admission as a Member pursuant to Section 9.4.

(b) Valuation. Fair market value for purposes of this Section shall be determined by mutual agreement or, failing agreement, by an independent appraiser.

Section 9.7 Effect of Transfer

Upon any Transfer of a Membership Interest:

(a) The transferor shall cease to be a Member (if all of the transferor's interest is Transferred and the transferee is admitted as a Member);

(b) The Capital Account of the transferor shall carry over to the transferee; and

ARTICLE X - DEATH, DISABILITY, AND WITHDRAWAL

Section 10.1 Death of a Member

(a) Continuation. Upon the death of a Member, the Company shall continue, and the deceased Member's Membership Interest shall pass to such Member's estate or designated beneficiary.

(b) Purchase Option. The Company and the remaining Members shall have the option to purchase the deceased Member's Membership Interest at fair market value within [ninety (90)] days of the date of death.

(c) Valuation. Fair market value shall be determined by mutual agreement or, failing agreement, by an independent appraiser selected by the parties.

(d) Community Property. If the deceased Member's Membership Interest was Community Property, the surviving spouse's interest in such Community Property shall be respected, and the purchase option shall apply only to the portion passing through the deceased Member's estate.

Section 10.2 Disability of a Member

If a Member becomes permanently disabled (as determined by a licensed physician), the Company and the remaining Members shall have the option to purchase such Member's Membership Interest at fair market value upon the same terms as set forth in Section 10.1.

Section 10.3 Withdrawal of a Member

(a) Voluntary Withdrawal. A Member may withdraw from the Company only with the prior written consent of Members holding [a Majority in Interest / unanimous consent].

(b) Effect of Withdrawal. Upon withdrawal, the withdrawing Member shall be entitled to receive the fair market value of such Member's Membership Interest, payable in a lump sum or in installments as determined by the [Members / Managers].

ARTICLE XI - TAX MATTERS

Section 11.1 Tax Classification

The Company intends to be classified for federal and state income tax purposes as follows (select one):

☐ Partnership (if two or more Members)

☐ Disregarded Entity (if only one Member)

☐ S Corporation (by filing Form 2553)

☐ C Corporation (by filing Form 8832)

The Company shall file any election or other documents necessary to achieve and maintain the intended tax classification.

Section 11.2 Partnership Representative

(a) Designation. The following Person is designated as the Partnership Representative (Tax Matters Partner) for purposes of Code Section 6223 and the Treasury Regulations thereunder:

Name: [________________________________]

Address: [________________________________]

(b) Authority. The Partnership Representative shall have the authority and responsibility to:

(i) Represent the Company in any tax examination, audit, or administrative proceeding;

(ii) Extend the statute of limitations for tax assessments;

(iii) File amended returns on behalf of the Company;

(iv) Enter into settlement agreements with tax authorities;

(v) Make tax elections on behalf of the Company; and

(vi) Take all other actions authorized or required by the Code and Treasury Regulations.

(c) Notification. The Partnership Representative shall keep all Members informed of any material tax proceedings affecting the Company.

(d) Push-Out Election. If permitted and advisable, the Partnership Representative may make a "push-out" election under Code Section 6226 to shift partnership adjustments to the Members.

Section 11.3 Tax Elections

The Company shall make the following tax elections:

(a) To use the [cash / accrual] method of accounting;

(b) To use the [calendar year / fiscal year ending ________] as the Company's Fiscal Year;

(c) To elect under Code Section 754 to adjust the basis of Company property upon the Transfer of a Membership Interest or Distribution of property, if requested by any Member;

(d) Such other elections as the Partnership Representative determines to be in the best interests of the Company and the Members.

Section 11.4 Tax Returns and Information

(a) Returns. The Company shall prepare and file all required federal, state, and local tax returns.

(b) Schedule K-1. The Company shall furnish to each Member a Schedule K-1 or equivalent statement reflecting such Member's allocable share of Company income, gain, loss, deduction, and credit within [seventy-five (75)] days after the end of each Fiscal Year.

Section 11.5 Nevada Taxes

(a) NO STATE INCOME TAX. Nevada does not impose a state personal or corporate income tax. Pass-through entity income is not subject to state income tax in Nevada.

(b) Commerce Tax. Nevada imposes a Commerce Tax on businesses with Nevada gross revenue exceeding $4 million annually. The tax rate varies by industry category.

(c) Modified Business Tax. If the Company has employees in Nevada, it may be subject to the Modified Business Tax based on wages paid.

(d) Annual Business License Fee. The Company shall pay the annual state business license fee and file the Annual List with the Nevada Secretary of State.

(e) Sales and Use Tax. The Company shall collect and remit Nevada sales and use taxes as applicable to its business activities.

ARTICLE XII - INDEMNIFICATION AND LIABILITY

Section 12.1 Limitation of Liability

(a) General. To the fullest extent permitted by the Act, no Member or Manager shall be personally liable to the Company or to any Member for any act or omission performed or omitted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company.

(b) Monetary Damages. Pursuant to NRS 86.371, the Members, Managers, and officers shall not be personally liable for monetary damages for any action taken or any failure to take action, except for:

(i) Breach of the duty of loyalty to the Company or its Members;

(ii) Acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;

(iii) Any transaction from which such Person derived an improper personal benefit; or

(iv) Any act or omission that constitutes willful misconduct or recklessness.

Section 12.2 Indemnification

(a) Scope. The Company shall indemnify, defend, and hold harmless each Member, Manager, officer, employee, and agent of the Company (each, an "Indemnified Person") to the fullest extent permitted by law from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to such Person's status as a Member, Manager, officer, employee, or agent of the Company.

(b) Standard. Indemnification shall be provided only if the Indemnified Person:

(i) Acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company; and

(ii) With respect to any criminal action or proceeding, had no reasonable cause to believe such Person's conduct was unlawful.

(c) Advance of Expenses. The Company shall advance expenses (including attorneys' fees) incurred by an Indemnified Person in defending any proceeding prior to the final disposition thereof, provided that such Person undertakes to repay such amounts if it is ultimately determined that such Person is not entitled to indemnification.

(d) Insurance. The Company may purchase and maintain insurance on behalf of any Indemnified Person against any liability asserted against such Person arising from such Person's status with the Company.

Section 12.3 Exculpation

No Member or Manager shall be liable to the Company or to any Member for any mistake of fact or judgment or for any act or omission believed in good faith to be within the scope of authority conferred by this Agreement, except for acts or omissions constituting gross negligence, willful misconduct, fraud, or breach of fiduciary duty.

ARTICLE XIII - DISSOLUTION AND WINDING UP

Section 13.1 Events Causing Dissolution

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

(a) The affirmative vote or written consent of Members holding [a Majority in Interest / Supermajority Vote / unanimous consent];

(b) The entry of a judicial decree of dissolution under NRS 86.495;

(d) The occurrence of any event that makes it unlawful for the Company's business to be continued;

(e) The death, withdrawal, expulsion, Bankruptcy, or dissolution of the last remaining Member, unless within [ninety (90)] days a new Member is admitted; or

(f) Any other event specified in the Articles of Organization or this Agreement.

Section 13.2 Winding Up

Upon dissolution, the Company shall be wound up in an orderly manner. The [Members / Managers] (or a liquidating trustee appointed by the Members) shall:

(a) Collect and liquidate the Company's assets;

(b) Pay or make adequate provision for all debts, obligations, and liabilities of the Company;

(d) File Articles of Dissolution with the Nevada Secretary of State.

Section 13.3 Distribution of Assets

After payment of all debts and obligations, the remaining assets shall be distributed as follows:

(a) First, to Members in satisfaction of any unpaid preferred return or priority Distributions;

(b) Second, to Members in proportion to and to the extent of their positive Capital Account balances; and

Section 13.4 Articles of Dissolution

Upon completion of the winding up, the Company shall file Articles of Dissolution with the Nevada Secretary of State in accordance with NRS 86.531.

Section 13.5 Continuation of Company

If the Company is dissolved due to the withdrawal, death, or Bankruptcy of a Member, the remaining Members may continue the Company's business by unanimous consent of the remaining Members within [ninety (90)] days of such event.

ARTICLE XIV - BOOKS, RECORDS, AND ACCOUNTING

Section 14.1 Books and Records

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

(a) A current list of the full name and last known address of each Member;

(b) Copies of the Articles of Organization, all amendments thereto, and any powers of attorney;

(d) Copies of the Company's federal, state, and local income tax returns for the three (3) most recent years;

(e) Financial statements of the Company for the three (3) most recent years;

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

(g) Written consents to action taken without a meeting; and

(h) Such other books and records as required by the Act or deemed necessary by the [Members / Managers].

Section 14.2 Fiscal Year

The Fiscal Year of the Company shall be the calendar year, unless otherwise determined by the [Members / Managers].

Section 14.3 Accounting Method

The Company shall use the [cash / accrual] method of accounting.

Section 14.4 Financial Statements

The Company shall prepare and distribute to the Members within [ninety (90)] days after the end of each Fiscal Year:

(a) A balance sheet as of the end of the Fiscal Year;

(b) An income statement for the Fiscal Year;

(d) A statement of changes in Members' capital; and

(e) Such other financial information as the [Members / Managers] deem appropriate.

Section 14.5 Bank Accounts

The Company shall maintain one or more bank accounts in the Company's name. All Company funds shall be deposited in such accounts and shall not be commingled with the funds of any Member, Manager, or other Person.

ARTICLE XV - DISPUTE RESOLUTION

Section 15.1 Negotiation

The Members agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between the parties directly involved in the dispute.

Section 15.2 Mediation

If the dispute is not resolved through negotiation within [thirty (30)] days, the parties shall submit the dispute to mediation administered by [the American Arbitration Association / a mutually agreed mediator] before resorting to arbitration or litigation.

Section 15.3 Arbitration (Optional)

☐ ARBITRATION ELECTED: Any dispute not resolved through negotiation or mediation shall be finally resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in [Las Vegas / Reno / City], Nevada. The decision of the arbitrator(s) shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

☐ ARBITRATION NOT ELECTED: Any dispute not resolved through negotiation or mediation shall be resolved by litigation in accordance with Section 15.4.

Section 15.4 Litigation

Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [Clark / Washoe / County], Nevada. Each party consents to the exclusive jurisdiction of such courts and waives any objection to venue.

Section 15.5 Attorneys' Fees

In any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

Section 15.6 Waiver of Jury Trial (Optional)

☐ JURY WAIVER ELECTED: EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

☐ JURY WAIVER NOT ELECTED: The parties retain their rights to trial by jury.

ARTICLE XVI - GENERAL PROVISIONS

Section 16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws principles.

Section 16.2 Entire Agreement

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

Section 16.3 Amendments

This Agreement may be amended or modified only by a written instrument signed by Members holding [a Majority in Interest / Supermajority Vote / unanimous consent].

Section 16.4 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No waiver shall be deemed a continuing waiver or a waiver of any other provision.

Section 16.5 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

Section 16.6 Notices

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

(a) When 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, postage prepaid, certified or registered, return receipt requested; or

(d) When transmitted by email with confirmation of receipt.

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

Section 16.7 Headings

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

Section 16.8 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

Section 16.9 Binding Effect

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

Section 16.10 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement shall confer any rights upon any Person who is not a party hereto.

Section 16.11 Further Assurances

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

Section 16.12 Construction

This Agreement shall be construed without regard to any presumption against the party causing it to be drafted. The terms "include" and "including" shall mean "including without limitation."

Section 16.13 Time of Essence

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

EXECUTION

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

MEMBERS:

Member 1:

Signature: ________________________________

Print Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Member 2:

Signature: ________________________________

Print Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Member 3:

Signature: ________________________________

Print Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

[Add additional signature blocks as needed]

MANAGERS (If Manager-Managed):

Manager 1:

Signature: ________________________________

Print Name: [________________________________]

Date: [__/__/____]

Manager 2:

Signature: ________________________________

Print Name: [________________________________]

Date: [__/__/____]

EXHIBIT A - MEMBERS, CAPITAL CONTRIBUTIONS, AND PERCENTAGE INTERESTS

Member Name	Address	Initial Capital Contribution	Percentage Interest	Community/Separate Property
[________________________________]	[________________________________]	$[________________________________]	[____]%	☐ Community ☐ Separate
[________________________________]	[________________________________]	$[________________________________]	[____]%	☐ Community ☐ Separate
[________________________________]	[________________________________]	$[________________________________]	[____]%	☐ Community ☐ Separate
[________________________________]	[________________________________]	$[________________________________]	[____]%	☐ Community ☐ Separate

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

EXHIBIT B - DESCRIPTION OF NON-CASH CAPITAL CONTRIBUTIONS

Member Name	Description of Property/Services	Agreed Fair Market Value	Community/Separate Property
[________________________________]	[________________________________]	$[________________________________]	☐ Community ☐ Separate
[________________________________]	[________________________________]	$[________________________________]	☐ Community ☐ Separate

EXHIBIT C - MANAGERS (If Manager-Managed)

Manager Name	Address	Title	Term
[________________________________]	[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]	[________________________________]

EXHIBIT D - SPOUSAL CONSENT

CONSENT OF SPOUSE

I, [________________________________], spouse of [________________________________], a Member of [________________________________], LLC, hereby acknowledge that I have read the foregoing Operating Agreement and understand its contents. I am aware that the Operating Agreement contains provisions relating to the disposition of my spouse's Membership Interest upon certain events, including death, disability, and Transfer.

I acknowledge that under Nevada law (NRS Chapter 123), the Membership Interest may be characterized as Community Property. I hereby consent to the terms of the Operating Agreement and agree that any community property interest or other interest I may have in my spouse's Membership Interest shall be bound by the terms of the Operating Agreement, including the Transfer restrictions in Article IX.

I agree not to take any action to hinder the operation of the Operating Agreement and understand that in the event of divorce, dissolution, or legal separation, any interest I receive in the Membership Interest may be subject to the purchase options set forth in Section 9.6 of the Operating Agreement.

Signature: ________________________________

Print Name: [________________________________]

Date: [__/__/____]

EXHIBIT E - SERIES LLC PROVISIONS (If Applicable)

☐ NOT APPLICABLE - This Company is not a Series LLC.

☐ APPLICABLE - This Company is a Series LLC. The following provisions apply:

E.1 Establishment of Series

The Company may establish one or more Series pursuant to NRS 86.296. Each Series may have:

(a) Separate rights, powers, and duties with respect to specified property or obligations of the Company;

(b) Separate business purposes or investment objectives;

(d) Separate limitation of liabilities.

E.2 Liability Shield

The debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular Series shall be enforceable against the assets of that Series only, and not against the assets of the Company generally or any other Series, provided that:

(a) The records of the Company and each Series are maintained separately;

(b) The assets of each Series are held and accounted for separately; and

E.3 Separate Records

Each Series shall maintain separate records, including:

(a) Separate bank accounts;

(b) Separate books of account;

(d) Separate operating records.

E.4 Series Designation

Series Name	Business Purpose	Initial Members	Initial Capital
[________________________________]	[________________________________]	[________________________________]	$[________________________________]

This Operating Agreement is governed by Nevada Revised Statutes Chapter 86 (NRS 86.011 et seq.). Nevada is a COMMUNITY PROPERTY state, and Membership Interests acquired during marriage may be characterized as community property. Nevada does NOT impose a state personal or corporate income tax. Nevada permits Series LLCs under NRS 86.296. Nevada provides enhanced business privacy by not requiring disclosure of member or manager names on publicly filed documents. Nevada LLCs must file an Annual List and pay an annual business license fee. Nevada imposes a Commerce Tax on businesses with Nevada gross revenue exceeding $4 million annually.

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