LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[COMPANY NAME], LLC

A Wyoming Limited Liability Company

Effective Date: [DATE]

[// GUIDANCE: Governed by the Wyoming Limited Liability Company Act, Wyo. Stat. §§ 17-29-101 et seq. Wyoming was the FIRST state to enact LLC legislation (1977) and remains one of the most business-friendly jurisdictions. Wyoming permits Series LLCs. Wyoming has NO state income tax (personal or corporate), strong privacy protections, and low filing fees. Annual reports required with the Secretary of State (low cost).]

ARTICLE I - FORMATION

1.1 Formation

The Members form a limited liability company pursuant to the Wyoming Limited Liability Company Act, Wyo. Stat. §§ 17-29-101 et seq. (the "Act") by filing Articles of Organization with the Wyoming Secretary of State.

1.2 Name

[COMPANY NAME], LLC

1.3 Principal Office

[ADDRESS], Wyoming [ZIP]

1.4 Registered Agent

Agent: [NAME]
Address: [ADDRESS], Wyoming [ZIP]

1.5 Term

Perpetual, unless dissolved per this Agreement or the Act.

1.6 Series LLC

☐ This LLC IS a Series LLC under Wyo. Stat. § 17-29-211.
☐ This LLC is NOT a Series LLC.

[// GUIDANCE: Wyoming permits Series LLCs with internal liability shields between series. Each series can have separate assets, liabilities, and members.]

ARTICLE II - PURPOSE

The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.

ARTICLE III - MEMBERS

3.1 Initial Members

See Exhibit A for Members, Capital Contributions, and Percentage Interests.

3.2 Privacy

[// GUIDANCE: Wyoming provides strong privacy protections. Member and manager names are not required to be publicly disclosed in most filings, and nominee services are commonly used.]

ARTICLE IV - CAPITAL

4.1 Initial Contributions

Per Exhibit A.

4.2 Capital Accounts

Maintained per IRC § 704(b) regulations.

ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS

Profits, Losses, and Distributions per Percentage Interests.

ARTICLE VI - MANAGEMENT

☐ MEMBER-MANAGED
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]

6.1 Voting

• Ordinary matters: Majority vote
• Extraordinary matters: [Unanimous/Two-thirds] vote

6.2 Actions Requiring Approval

(a) Amend Agreement; (b) Admit Members; (c) Merge/dissolve; (d) Sell all assets; (e) Debt over $[AMOUNT].

ARTICLE VII - TRANSFER RESTRICTIONS

Transfers require [majority/unanimous] consent. Right of First Refusal: [30] days.

ARTICLE VIII - DISSOLUTION

8.1 Events

(a) Member consent; (b) Judicial dissolution per Wyo. Stat. § 17-29-701; (c) Act requirements.

8.2 Winding Up

Per Wyo. Stat. § 17-29-702.

8.3 Articles of Dissolution

File with Wyoming Secretary of State.

ARTICLE IX - INDEMNIFICATION

9.1 Limitation of Liability

Per Wyo. Stat. § 17-29-304, Members and Managers are not liable for Company obligations solely by reason of their status.

9.2 Indemnification

Company indemnifies Members/Managers for good faith actions to fullest extent permitted by the Act.

ARTICLE X - TAX MATTERS

10.1 Classification

☐ Partnership/Disregarded ☐ S corp ☐ C corp

10.2 Partnership Representative

[MEMBER NAME]

10.3 Wyoming Taxes

[// GUIDANCE: Wyoming has NO state income tax (personal or corporate). Wyoming also has no franchise tax and no gross receipts tax. Only the annual report fee is required (currently $60 or based on assets in Wyoming).]

ARTICLE XI - MISCELLANEOUS

11.1 Governing Law

State of Wyoming

11.2 Amendments

Written consent of [majority/all] Members.

11.3 Entire Agreement

Supersedes all prior agreements.

EXECUTION

MEMBERS:

______________________________ Date: __________
[MEMBER NAME]

EXHIBIT A - MEMBERS

Governed by Wyoming Limited Liability Company Act, Wyo. Stat. §§ 17-29-101 et seq. Wyoming was the first LLC state (1977), has no state income tax, permits Series LLCs, and provides strong privacy protections.