Series LLC Operating Agreement

SERIES LLC OPERATING AGREEMENT

TABLE OF CONTENTS

1. Recitals and Formation
2. Definitions
3. Series Establishment
4. Capital Contributions
5. Allocations and Distributions
6. Management
7. Liability Segregation
8. Records and Accounting
9. Transfer of Interests
10. Addition and Termination of Series
11. Dissolution
12. Dispute Resolution
13. General Provisions
14. Signature Block

SERIES LLC OPERATING AGREEMENT OF [________________________________]

Effective Date: [__/__/____]

This Operating Agreement ("Agreement") is entered into by and among the members identified on Exhibit A (collectively, "Members" and individually, "Member"), for the purpose of governing [________________________________] LLC, a Series Limited Liability Company organized under the laws of [________________________________] (the "Company").

ARTICLE I — RECITALS AND FORMATION

1.1 Formation. The Company was formed on [__/__/____] by filing [________________________________] (Certificate of Formation / Articles of Organization) with the Secretary of State of [________________________________], File No. [________________________________].

1.2 Name. The name of the Company is [________________________________] LLC.

1.3 Principal Office. [________________________________]

1.4 Registered Agent. [________________________________], located at [________________________________].

1.5 Purpose. The Company is formed to engage in any lawful business activity and to establish one or more designated series as provided herein, pursuant to [________________________________] (cite state series LLC statute).

1.6 Duration. The Company shall continue in perpetuity unless dissolved in accordance with this Agreement.

ARTICLE II — DEFINITIONS

2.1 "Master LLC" means the Company itself, excluding any individual Series.

2.2 "Series" means a designated series established pursuant to this Agreement and the applicable state statute, having its own separate assets, liabilities, members, and/or managers.

2.3 "Series Interest" means a member's ownership interest in a particular Series.

2.4 "Series Operating Supplement" means the written supplement to this Agreement establishing the terms, members, and governance of each individual Series.

ARTICLE III — SERIES ESTABLISHMENT

3.1 Authorization. The Company is authorized to establish one or more designated Series pursuant to [________________________________] (cite statute). Each Series shall have separate rights, powers, and duties with respect to specified property or obligations of the Company.

3.2 Creation of a Series. A new Series shall be established by:

☐ Approval of the [________________________________] (Manager / Majority of Members / Unanimous consent)
☐ Execution of a Series Operating Supplement (Exhibit B form)
☐ Filing of a Certificate of Designation (if required by state law — e.g., Illinois)
☐ Designation of Series name, purpose, members, and initial capital

3.3 Series Naming Convention. Each Series shall be designated as:

[________________________________] LLC — Series [________________________________]

3.4 Existing Series. The following Series are established as of the Effective Date:

ARTICLE IV — CAPITAL CONTRIBUTIONS

4.1 Master LLC Contributions. Each Member's initial capital contribution to the Master LLC is set forth on Exhibit A.

4.2 Series Contributions. Capital contributions to each Series are set forth in the applicable Series Operating Supplement.

4.3 Additional Contributions. No Member shall be required to make additional capital contributions without their written consent.

4.4 No Interest. No interest shall accrue on capital contributions unless otherwise specified in a Series Operating Supplement.

ARTICLE V — ALLOCATIONS AND DISTRIBUTIONS

5.1 Separate Accounting. Profits, losses, and distributions shall be determined separately for each Series based on the assets and obligations associated with that Series.

5.2 Allocation. Profits and losses of each Series shall be allocated to the Members of that Series in proportion to their Series Interests, unless otherwise specified in the Series Operating Supplement.

5.3 Distributions. Distributions from a Series shall be made solely from the assets of that Series to the Members of that Series.

5.4 Master LLC Expenses. General expenses of the Master LLC not attributable to any particular Series shall be allocated among all Series on a pro rata basis (by capital contributions) or as otherwise agreed.

ARTICLE VI — MANAGEMENT

6.1 Management of Master LLC. The Master LLC shall be:

• ☐ Member-managed
• ☐ Manager-managed by: [________________________________]

6.2 Management of Individual Series. Each Series shall be managed as specified in its Series Operating Supplement:

• ☐ By the Master LLC Manager(s)
• ☐ By a separate Series Manager designated in the Series Operating Supplement
• ☐ By the Members of that Series

6.3 Authority. The Manager of each Series shall have authority to bind only that Series and its assets, not any other Series or the Master LLC (except as expressly authorized).

6.4 Fiduciary Duties. Managers owe fiduciary duties of care and loyalty to the Members of the Series they manage.

ARTICLE VII — LIABILITY SEGREGATION

7.1 Inter-Series Liability Shield. Pursuant to [________________________________] (cite statute), the debts, liabilities, obligations, and expenses incurred with respect to a particular Series shall be enforceable against the assets of that Series only, and not against:

(a) The assets of the Master LLC generally;
(b) The assets of any other Series; or
(c) The personal assets of Members of any other Series.

7.2 Conditions for Liability Segregation. The liability limitations in Section 7.1 are effective only if:

☐ The Certificate of Formation / Articles of Organization contain a notice of the limitation on liabilities of each Series (as required by statute)
☐ Separate and distinct records are maintained for each Series (Section 8.1)
☐ Assets associated with each Series are held and accounted for separately
☐ The Series Operating Supplement for each Series identifies its assets and liabilities

7.3 No Cross-Series Guarantees. No Series shall guarantee or become liable for the debts of another Series without the written consent of all Members of both Series.

7.4 Third-Party Notice. All contracts entered into on behalf of a Series shall include a notice substantially as follows:

"The party contracting with this Series acknowledges that the assets of [Series Name] are the sole source of recovery, and no recourse shall be had against the assets of any other Series of [________________________________] LLC or the Master LLC."

ARTICLE VIII — RECORDS AND ACCOUNTING

8.1 Separate Records. The Company shall maintain for each Series:

☐ Separate books of account
☐ Separate bank accounts
☐ Separate financial statements
☐ Separate records of assets and liabilities
☐ Separate tax identification (EIN) for each Series (if required or advisable)

8.2 Annual Accounting. Financial statements for each Series shall be prepared at least annually.

8.3 Access to Records. Each Member shall have access to the records of the Series in which they hold an interest, subject to reasonable notice and during normal business hours.

ARTICLE IX — TRANSFER OF INTERESTS

9.1 Restrictions. No Member may transfer a Series Interest without the prior written consent of:

• ☐ The Manager of the applicable Series
• ☐ A majority-in-interest of the Members of the applicable Series
• ☐ Other: [________________________________]

9.2 Right of First Refusal. Before transferring a Series Interest to a third party, the transferring Member shall first offer the interest to the existing Members of that Series on the same terms.

9.3 Effect of Transfer. A transferee shall receive only the economic rights of the Series Interest unless admitted as a Member by the required vote.

ARTICLE X — ADDITION AND TERMINATION OF SERIES

10.1 New Series. Additional Series may be created in accordance with Section 3.2.

10.2 Termination of a Series. An individual Series may be dissolved and wound up by:

☐ Vote of [________________________________] of the Members of that Series
☐ Occurrence of an event specified in the Series Operating Supplement
☐ Judicial decree

10.3 Effect of Series Termination. Upon dissolution of a Series: (a) the Series shall wind up its affairs, (b) Series assets shall be used to discharge Series liabilities, and (c) any remaining assets shall be distributed to Series Members. Termination of a Series does not dissolve the Master LLC or any other Series.

ARTICLE XI — DISSOLUTION

11.1 Dissolution of Master LLC. The Master LLC shall dissolve upon:

☐ Written consent of all Members
☐ Entry of a judicial decree of dissolution
☐ Administrative dissolution by the Secretary of State
☐ Other: [________________________________]

11.2 Winding Up. Upon dissolution, all Series shall be wound up and their assets distributed in accordance with their respective Series Operating Supplements before distribution of Master LLC assets.

ARTICLE XII — DISPUTE RESOLUTION

12.1 Mediation. Any dispute arising under this Agreement shall first be submitted to mediation.

12.2 Arbitration. If mediation fails, disputes shall be resolved by binding arbitration under the rules of [________________________________] (e.g., AAA, JAMS), conducted in [________________________________] (city/state).

12.3 Governing Law. This Agreement shall be governed by the laws of the State of [________________________________].

ARTICLE XIII — GENERAL PROVISIONS

13.1 Entire Agreement. This Agreement, together with all Series Operating Supplements, constitutes the entire agreement among the Members.

13.2 Amendments. This Agreement may be amended only by written instrument signed by [________________________________] (required threshold).

13.3 Severability. If any provision is held invalid, the remaining provisions shall continue in full force.

13.4 Indemnification. The Company shall indemnify each Manager and Member against liabilities arising from good-faith performance of their duties, to the fullest extent permitted by law.

SIGNATURE BLOCK

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

MEMBERS:

_________________________________________
[________________________________] — [____]% Master LLC Interest
Date: [__/__/____]

_________________________________________
[________________________________] — [____]% Master LLC Interest
Date: [__/__/____]

EXHIBIT A — MEMBERS AND CAPITAL CONTRIBUTIONS

EXHIBIT B — SERIES OPERATING SUPPLEMENT (FORM)

Series Operating Supplement No. [____]

Series Name: [________________________________] LLC — Series [________________________________]
Effective Date: [__/__/____]
Purpose: [________________________________]
Series Members: [________________________________]
Series Manager: [________________________________]
Initial Capital Contributions: $[________________________________]
Ownership Percentages: [________________________________]
Assets Associated with Series: [________________________________]

STATE-SPECIFIC NOTES

SOURCES AND REFERENCES

• Del. Code Ann. tit. 6, § 18-215
• 805 ILCS 180/37-40
• Tex. Bus. Orgs. Code § 101.601 et seq.
• Nev. Rev. Stat. § 86.296
• Uniform Protected Series Act (2017)
• UpCounsel, "Series LLC Operating Agreement"
• LegalZoom, "The Complete Guide to Create a Series LLC"