) before final execution.

JURISDICTION: Universal (with state-specific comparison table)
LAST UPDATED: 2026-02-26
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SERIES LLC OPERATING AGREEMENT

PART I: LEGAL FRAMEWORK

1.1 Introduction

This Operating Agreement of [________________________________] (the "Company"), a series limited liability company organized under the laws of the State of [________________________________] (the "State of Formation"), is entered into effective as of [__/__/____] (the "Effective Date"), by and among the Members identified herein and in the exhibits attached hereto.

1.2 Background and Purpose of Series LLC Structure

A series limited liability company ("Series LLC") is a form of limited liability company authorized by certain states that allows the creation of separate series within a single LLC entity. Each series may have its own members, managers, assets, liabilities, and business purpose. The defining feature is the "internal liability shield" — when properly maintained, the debts, liabilities, and obligations of one series are enforceable only against the assets of that series, and not against the assets of the LLC generally or any other series.

Key Advantages of Series LLC Structure:
- Internal liability segregation without forming separate legal entities
- Reduced formation and maintenance costs compared to forming multiple LLCs
- Consolidated management and governance framework
- Flexibility in structuring different business activities, investments, or asset classes
- Potential tax classification flexibility for individual series

Key Risks and Limitations:
- Not all states authorize series LLCs
- Interstate recognition of the internal liability shield is uncertain
- Each series must maintain separate records to preserve its liability shield
- Lending institutions and title companies may be unfamiliar with series structures
- Tax treatment of individual series remains subject to evolving IRS guidance

1.3 Statutory Framework

This Agreement is governed by the series LLC statute of the State of Formation. The principal statutory frameworks authorizing series LLCs include:

(a) Delaware — Del. Code Ann. tit. 6, § 18-215. Delaware was among the first states to authorize series LLCs (1996). Section 18-215 permits the establishment of one or more designated series of members, managers, LLC interests, or assets with separate rights, powers, and duties. The statute recognizes two types of series: "protected series" (established under § 18-215(b)) and "registered series" (formed under § 18-218 by filing a certificate of registered series). The liability shield is available if: (i) the records for each series separately account for the assets associated with such series; and (ii) the certificate of formation provides notice that the debts of a series are enforceable only against the assets of that series.

(b) Texas — Tex. Bus. Orgs. Code §§ 101.601–101.621. Texas authorizes series LLCs under Subchapter M of Chapter 101. The statute recognizes "protected series" and "registered series" (which must file a certificate of registered series with the Secretary of State). Section 101.602 provides the internal liability shield.

(c) Illinois — 805 ILCS 180/37-40. Illinois authorized series LLCs in 2005. The statute permits the establishment of designated series with separate rights, powers, duties, property, obligations, profits, and losses. The liability shield requires separate records and notice in the articles of organization.

(d) Nevada — Nev. Rev. Stat. § 86.296. Nevada authorizes series of members through the operating agreement or articles of organization. The liability shield requires separate records and separate accounting of assets.

(e) Utah — Utah Code Ann. § 48-3a-1201 et seq. Utah adopted the Uniform Protected Series Act and authorizes protected series within LLCs.

(f) Iowa — Iowa Code Ann. § 489.1201. Iowa adopted series LLC provisions as part of the Iowa Revised Uniform Limited Liability Company Act, authorizing series of transferable interests.

(g) Tennessee — Tenn. Code Ann. § 48-249-309. Tennessee authorizes series of members with separate rights, obligations, and assets.

PART II: DEFINITIONS

2.1 Definitions

Capitalized terms used in this Agreement shall have the following meanings:

(a) "Act" means the limited liability company act of the State of Formation, including the series LLC provisions thereof, as amended from time to time.

(b) "Agreement" means this Operating Agreement, as amended, restated, or supplemented from time to time.

(c) "Articles of Organization" or "Certificate of Formation" means the Articles of Organization (or Certificate of Formation, as applicable in the State of Formation) of the Company, as filed with the Secretary of State of the State of Formation and as amended from time to time.

(d) "Associated Member" means, with respect to any Series, a Member who holds a Membership Interest in such Series and is identified as an Associated Member in the applicable Series Designation.

(e) "Capital Account" means, with respect to each Member and each Series, the separate capital account maintained in accordance with Section 5.3 of this Agreement and Treasury Regulation § 1.704-1(b)(2)(iv).

(f) "Capital Contribution" means the total amount of cash or the fair market value of property contributed to the Company or a specific Series by a Member.

(g) "Certificate of Registered Series" means, in states that authorize registered series (e.g., Delaware under § 18-218 and Texas under § 101.602), the certificate filed with the Secretary of State to form a registered series.

(h) "Company" means [________________________________], a [________________________________] limited liability company, also referred to as the "Master LLC."

(i) "Distributable Cash" means, with respect to any Series or the Company generally, the cash available for distribution after payment of, or provision for, all operating expenses, debt service, reserves, and other amounts determined by the Manager(s) to be necessary or appropriate.

(j) "Fiscal Year" means the fiscal year of the Company, ending on [________________________________] of each year.

(k) "Internal Liability Shield" means the statutory protection under the Act that limits the enforceability of the debts, liabilities, and obligations of a Series to the assets of that Series only.

(l) "Manager" means, with respect to the Company or any Series, the person(s) designated to manage the business and affairs of the Company or such Series, as specified in this Agreement or the applicable Series Designation.

(m) "Master LLC" means the Company itself, exclusive of any individual Series, with its own assets, liabilities, and obligations.

(n) "Member" means any person admitted as a member of the Company or any Series in accordance with this Agreement and the Act.

(o) "Membership Interest" means a Member's entire interest in the Company or a Series, including the Member's economic interest (share of profits, losses, and distributions) and governance rights (voting and management rights), as applicable.

(p) "Net Profits" and "Net Losses" mean, for each Fiscal Year (or other period) and for each Series, the net income or net loss of such Series as determined for federal income tax purposes, with appropriate adjustments as specified in this Agreement.

(q) "Operating Expenses" means all costs and expenses incurred in the operation of the Company or any Series, including but not limited to management fees, insurance, taxes, professional fees, and maintenance costs.

(r) "Percentage Interest" means, with respect to each Member in a Series, the percentage set forth in the applicable Series Designation, or as may be adjusted from time to time in accordance with this Agreement.

(s) "Person" means any individual, corporation, partnership, limited liability company, trust, estate, association, governmental authority, or other entity.

(t) "Protected Series" means a designated series established under this Agreement and the Act that satisfies the requirements for the Internal Liability Shield, including separate record-keeping and notice in the Articles of Organization.

(u) "Registered Series" means, in states that authorize registered series, a series formed by filing a Certificate of Registered Series with the Secretary of State.

(v) "Series" means any designated series of Members, Managers, Membership Interests, or assets established under this Agreement and the Act.

(w) "Series Assets" means, with respect to any Series, all property, assets, rights, and interests associated with and attributable to such Series.

(x) "Series Designation" means the document, substantially in the form of Exhibit A, establishing a new Series and setting forth the terms applicable to such Series, including the identity of Associated Members, Capital Contributions, Percentage Interests, business purpose, and management structure.

(y) "Transfer" means any direct or indirect sale, assignment, pledge, hypothecation, encumbrance, gift, or other disposition of all or any portion of a Membership Interest.

PART III: MASTER LLC PROVISIONS

3.1 Formation

The Company was formed as a limited liability company under the Act by the filing of the Articles of Organization (or Certificate of Formation) with the Secretary of State of [________________________________] on [__/__/____].

Filing Information:
| Item | Detail |
|---|---|
| Entity Name | [________________________________] |
| State of Formation | [________________________________] |
| Date of Formation | [__/__/____] |
| Filing Number | [________________________________] |
| Series LLC Designation in Articles | ☐ Yes ☐ No (must be added) |
| Notice of Liability Limitation in Articles | ☐ Yes ☐ No (must be added) |

3.2 Name

The name of the Company is [________________________________]. The Company may conduct business under such name or any assumed or fictitious name as may be permitted by the Act.

3.3 Purpose

The purpose of the Company is to engage in any lawful business activity for which a limited liability company may be organized under the Act, including but not limited to:

☐ Holding and managing real estate investments
☐ Holding and managing intellectual property
☐ Operating one or more business enterprises
☐ Investment management and securities holding
☐ Other: [________________________________]

Each Series may have a separate business purpose or investment objective as set forth in the applicable Series Designation.

3.4 Registered Agent and Office

(a) Registered Agent: [________________________________]
(b) Registered Office Address: [________________________________]
(c) Principal Office Address: [________________________________]

The Manager(s) may change the registered agent or registered office upon filing the appropriate amendment with the Secretary of State.

3.5 Term

The Company shall continue in existence until dissolved and wound up in accordance with this Agreement and the Act. The term of any individual Series shall be as set forth in the applicable Series Designation.

3.6 Notice of Liability Limitation

The Articles of Organization (or Certificate of Formation) of the Company shall contain the following notice (or substantially equivalent language), as required by the Act to establish the Internal Liability Shield:

"Notice is hereby given pursuant to [applicable statute] that the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series of the Company shall be enforceable against the assets of such series only, and shall not be enforceable against the assets of the Company generally or of any other series. Accordingly, the assets of the Company generally and of each other series shall not be available to satisfy any debt, liability, obligation, or expense of any particular series."

☐ This notice is included in the Articles of Organization filed with the Secretary of State
☐ This notice must be added by amendment — Amendment filed on: [__/__/____]

PART IV: SERIES ESTABLISHMENT AND OPERATION

4.1 Authority to Establish Series

The Company may establish one or more Series by the following procedure:

(a) The Manager(s) (or, if member-managed, a majority in interest of the Members) shall adopt a resolution approving the establishment of a new Series;

(b) A Series Designation, substantially in the form attached as Exhibit A, shall be executed and appended to this Agreement;

(c) In states that require or permit registered series (e.g., Delaware § 18-218, Texas BOC § 101.602), a Certificate of Registered Series shall be filed with the Secretary of State, if applicable; and

(d) Separate books, records, and bank accounts shall be established for the new Series in accordance with Section 4.3.

4.2 Series-Specific Provisions

Each Series may have:

(a) Its own Associated Members and Membership Interests, which may differ from the Members and interests of the Master LLC or other Series;

(b) Its own Managers, if the Series is manager-managed, or its own managing Members, if the Series is member-managed;

(c) Its own business purpose or investment objective;

(d) Its own assets, liabilities, and obligations, which are separate from those of the Master LLC and other Series;

(e) Its own Capital Accounts, profit and loss allocations, and distribution policies;

(f) Its own bank accounts, maintained separately from those of the Master LLC and other Series; and

(g) Its own term and dissolution provisions.

4.3 Separate Records Requirement

CRITICAL COMPLIANCE REQUIREMENT: To preserve the Internal Liability Shield, the Company MUST maintain separate and distinct records for each Series that account for the assets associated with such Series separately from the assets of the Company generally and any other Series. Failure to maintain separate records may jeopardize the Internal Liability Shield.

The following records shall be maintained separately for each Series:

☐ Separate books of account (general ledger, journal entries)
☐ Separate bank account(s)
☐ Separate financial statements (balance sheet, income statement)
☐ Separate asset records (deeds, titles, contracts)
☐ Separate liability records (loans, obligations, accounts payable)
☐ Separate Capital Account records for each Associated Member
☐ Separate tax records and schedules (if separately classified for tax purposes)

4.4 Internal Liability Shield

(a) Segregation of Liabilities. The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and shall not be enforceable against the assets of the Company generally or of any other Series.

(b) Segregation of Assets. The debts, liabilities, obligations, and expenses of the Company generally and of each other Series shall not be enforceable against the assets of any particular Series.

(c) Conditions for Liability Shield. The Internal Liability Shield is available only if:

(i) The Articles of Organization contain the required notice of liability limitation;

(ii) The Company maintains separate and distinct records for each Series; and

(iii) The assets of each Series are separately accounted for from the assets of the Company generally and other Series.

(d) Interstate Recognition Warning. The Internal Liability Shield may not be recognized in states that do not have series LLC legislation. Members should consult with counsel regarding the enforceability of the liability shield in each state where the Company or any Series conducts business or owns property.

4.5 Series Naming Convention

Each Series shall be designated by a unique name that includes the name of the Company, followed by the Series designation. Example:

• [Company Name] — Series A
• [Company Name] — Series B
• [Company Name] — Series [Real Property Address]

PART V: CAPITAL CONTRIBUTIONS

5.1 Initial Capital Contributions — Master LLC

Each Member shall make the initial Capital Contributions to the Master LLC as set forth below:

5.2 Per-Series Capital Contributions

Capital Contributions to each Series shall be made by the Associated Members of such Series as set forth in the applicable Series Designation (Exhibit A). Capital Contributions to one Series do not create any interest in any other Series or the Master LLC (unless otherwise specified).

5.3 Capital Accounts

(a) Maintenance. A separate Capital Account shall be maintained for each Member with respect to the Master LLC and each Series in which such Member holds a Membership Interest.

(b) Credits. Each Member's Capital Account with respect to a Series shall be credited with: (i) the amount of cash contributed by such Member to such Series; (ii) the fair market value of property contributed by such Member to such Series (net of liabilities assumed); and (iii) allocations of Net Profits to such Member with respect to such Series.

(c) Debits. Each Member's Capital Account with respect to a Series shall be debited with: (i) the amount of cash distributed to such Member from such Series; (ii) the fair market value of property distributed to such Member from such Series (net of liabilities assumed); and (iii) allocations of Net Losses to such Member with respect to such Series.

(d) Compliance. Capital Accounts shall be maintained in accordance with the rules set forth in Treasury Regulation § 1.704-1(b)(2)(iv).

5.4 Additional Capital Contributions

(a) Voluntary Contributions. No Member shall be required to make any additional Capital Contribution to the Company or any Series beyond such Member's initial Capital Contribution, unless unanimously agreed upon by the Members of the applicable Series.

(b) Capital Call. If additional capital is needed for a Series, the Manager(s) of such Series may request additional Capital Contributions from the Associated Members, subject to approval by a ☐ majority ☐ supermajority ☐ unanimous vote of the Associated Members of such Series.

(c) Dilution. If a Member fails to make a required additional Capital Contribution, such Member's Percentage Interest in the applicable Series may be proportionally diluted.

5.5 No Interest on Capital

No Member shall be entitled to interest on any Capital Contribution.

5.6 No Right to Return of Capital

No Member shall have the right to demand the return of any Capital Contribution, except as provided upon dissolution of the Company or a Series or as otherwise provided in this Agreement.

PART VI: MANAGEMENT

6.1 Management of Master LLC

The Company shall be managed as follows:

☐ Member-Managed. The business and affairs of the Master LLC shall be managed by the Members. Each Member shall have a vote in proportion to such Member's Percentage Interest (or on a per-capita basis, as elected).

☐ Manager-Managed. The business and affairs of the Master LLC shall be managed by the following Manager(s):

6.2 Per-Series Management

Each Series shall be managed as specified in the applicable Series Designation. A Series may be member-managed or manager-managed, regardless of the management structure of the Master LLC or any other Series.

☐ All Series shall follow the management structure of the Master LLC
☐ Each Series may designate its own management structure in its Series Designation

6.3 Powers of the Manager(s)

The Manager(s) of the Company (and each Series, as applicable) shall have the power and authority to:

(a) Manage the day-to-day business operations of the Company or Series;
(b) Enter into contracts and agreements on behalf of the Company or Series;
(c) Open and maintain bank accounts;
(d) Hire and terminate employees, contractors, and agents;
(e) Acquire, hold, and dispose of assets;
(f) Borrow money and execute loan documents (subject to Member approval requirements);
(g) Make distributions to Members;
(h) File tax returns and make tax elections;
(i) Bring and defend lawsuits; and
(j) Take all other actions necessary or advisable to carry out the purposes of the Company or Series.

6.4 Actions Requiring Member Approval

The following actions shall require the approval of Members as specified:

6.5 Compensation of Manager(s)

The Manager(s) shall be entitled to compensation for services as follows:

☐ No compensation
☐ Annual management fee of $[________________________________]
☐ Per-Series management fee of [____]% of Series assets or income
☐ As specified in a separate management agreement
☐ Other: [________________________________]

6.6 Indemnification

The Company shall indemnify and hold harmless each Manager, officer, and agent of the Company and each Series from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with the performance of such person's duties under this Agreement, except for acts or omissions constituting willful misconduct, fraud, or gross negligence. This indemnification obligation shall be charged against the assets of the Company generally (for Master LLC-level activities) or the applicable Series (for Series-level activities).

6.7 Standard of Care and Exculpation

No Manager or Member shall be liable to the Company, any Series, or any Member for any loss, damage, or claim arising from any act or omission performed or omitted by such person in good faith on behalf of the Company or any Series within the scope of the authority conferred by this Agreement, except for acts or omissions constituting willful misconduct, fraud, or gross negligence.

PART VII: DISTRIBUTIONS AND ALLOCATIONS

7.1 Per-Series Distributions

Distributions of Distributable Cash from each Series shall be made solely to the Associated Members of such Series, in proportion to their respective Percentage Interests in such Series, at such times and in such amounts as determined by the Manager(s) of such Series. Distributions from one Series shall not be made from the assets of another Series.

7.2 Master LLC Distributions

Distributions of Distributable Cash of the Master LLC (from assets not allocated to any Series) shall be made to the Members in proportion to their respective Percentage Interests in the Master LLC.

7.3 Allocation of Net Profits and Net Losses

(a) Per-Series Allocations. Net Profits and Net Losses of each Series shall be allocated among the Associated Members of such Series in proportion to their respective Percentage Interests in such Series.

(b) Master LLC Allocations. Net Profits and Net Losses of the Master LLC (not attributable to any Series) shall be allocated among the Members in proportion to their respective Percentage Interests in the Master LLC.

7.4 Tax Allocations

(a) General Rule. For federal income tax purposes, each item of income, gain, loss, deduction, and credit of the Company and each Series shall be allocated among the Members in accordance with the allocations of Net Profits and Net Losses set forth in this Part VII, subject to the special allocation provisions of this Section 7.4.

(b) Section 704(c) Allocations. In accordance with Section 704(c) of the Code and the applicable Treasury Regulations, income, gain, loss, and deduction with respect to any property contributed to the Company or a Series shall, solely for tax purposes, be allocated among the Members so as to take into account any variation between the adjusted tax basis of such property and its fair market value at the time of contribution.

(c) Minimum Gain Chargeback. Notwithstanding any other provision of this Agreement, if there is a net decrease in "partnership minimum gain" (as defined in Treasury Regulation § 1.704-2(d)) during any Fiscal Year, each Member shall be allocated items of income and gain for such year (and, if necessary, subsequent years) in proportion to, and to the extent of, such Member's share of the net decrease in partnership minimum gain.

(d) Qualified Income Offset. Each Member who unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulation § 1.704-1(b)(2)(ii)(d)(4), (5), or (6) shall be allocated items of income and gain in an amount and manner sufficient to eliminate the deficit balance in such Member's Capital Account as quickly as possible.

7.5 Withholding

The Company shall withhold from distributions to Members such amounts as may be required by applicable federal, state, local, or foreign tax law. Any amounts withheld shall be treated as distributions to the applicable Member for all purposes of this Agreement.

PART VIII: TRANSFER RESTRICTIONS

8.1 General Restriction on Transfers

No Member may Transfer all or any portion of such Member's Membership Interest in the Company or any Series without the prior written consent of:

☐ A majority in interest of the other Members of the applicable Series
☐ All Members of the applicable Series
☐ The Manager(s)
☐ Other: [________________________________]

8.2 Permitted Transfers

Notwithstanding Section 8.1, the following Transfers shall be permitted without the consent of the other Members (subject to compliance with applicable securities laws):

(a) Transfers to a Member's spouse, descendants, or trusts for the benefit of such persons;
(b) Transfers to entities wholly owned by the transferring Member;
(c) Transfers by operation of law (e.g., death, divorce); and
(d) Transfers specifically approved in advance by the Manager(s) or the Members.

8.3 Conditions to Transfers

Any permitted Transfer shall be subject to the following conditions:

(a) The transferee shall execute a joinder agreement or amended Series Designation agreeing to be bound by the terms of this Agreement;

(b) The Transfer shall not cause the Company or any Series to be classified as a "publicly traded partnership" under Section 7704 of the Code;

(c) The Transfer shall comply with all applicable federal and state securities laws;

(d) The transferring Member shall bear all costs and expenses associated with the Transfer; and

(e) The Transfer shall not adversely affect the tax classification of the Company or any Series.

8.4 Right of First Refusal

Before any Member may Transfer a Membership Interest to a third party, the Member must first offer the interest to the other Associated Members of the applicable Series (and, if they decline, to the Company) on the same terms and conditions. The other Members shall have [____] days to accept the offer.

8.5 Tag-Along and Drag-Along Rights

(a) Tag-Along Rights. If a Member holding more than [____]% of the Membership Interests in a Series proposes to Transfer such interests to a third party, the other Associated Members shall have the right to participate in such Transfer on the same terms and conditions, pro rata.

(b) Drag-Along Rights. If Members holding more than [____]% of the Membership Interests in a Series approve a Transfer to a third party, the remaining Associated Members shall be required to participate in such Transfer on the same terms and conditions.

PART IX: DISSOLUTION

9.1 Dissolution of Individual Series

An individual Series may be dissolved without causing the dissolution of the Company or any other Series. A Series shall be dissolved upon:

(a) The vote or written consent of the Associated Members holding ☐ a majority ☐ a supermajority ☐ all of the Membership Interests in such Series;

(b) The occurrence of any event specified in the applicable Series Designation as causing dissolution of the Series;

(c) Entry of a decree of judicial dissolution with respect to such Series;

(d) The completion of the business purpose for which the Series was established; or

(e) As otherwise required by the Act.

9.2 Winding Up of Individual Series

Upon dissolution of a Series, the Manager(s) (or a liquidating agent appointed by the Associated Members) shall wind up the affairs of such Series by:

(a) Liquidating the Series Assets;

(b) Paying or providing for all debts, liabilities, and obligations of the Series (including contingent and unmatured obligations);

(c) Establishing reasonable reserves for contingent liabilities; and

(d) Distributing the remaining assets to the Associated Members in accordance with their positive Capital Account balances (or their Percentage Interests, if Capital Account liquidation distributions are not required).

9.3 Dissolution of Master LLC

The Company shall be dissolved upon:

(a) The vote or written consent of the Members holding ☐ a majority ☐ a supermajority ☐ all of the Membership Interests in the Master LLC;

(b) Entry of a decree of judicial dissolution;

(c) The Company having no members for ninety (90) consecutive days;

(d) The occurrence of any event making it unlawful for the Company's business to be carried on; or

(e) As otherwise required by the Act.

Effect on Series: Dissolution of the Company shall cause the dissolution of all Series, unless the Act permits the continuation of one or more Series following dissolution of the Master LLC.

9.4 Winding Up of Master LLC

Upon dissolution of the Company, the winding-up process shall be conducted in the following order:

(a) Each Series shall be wound up and liquidated separately, with the Series Assets of each Series applied to the debts, liabilities, and obligations of that Series;

(b) Any remaining assets of a dissolved Series (after satisfaction of that Series' liabilities) shall be distributed to the Associated Members of that Series;

(c) The Master LLC's assets (not allocated to any Series) shall be liquidated;

(d) The Master LLC's liabilities shall be paid or provided for; and

(e) Remaining Master LLC assets shall be distributed to the Members in accordance with their positive Capital Account balances.

9.5 Filing Requirements

☐ Articles of Dissolution (or Certificate of Cancellation) filed with the Secretary of State
☐ Cancellation of Certificates of Registered Series (if applicable)
☐ Tax clearance obtained (if required by state law)
☐ Foreign qualification withdrawals filed

PART X: TAX TREATMENT

10.1 Tax Classification of Master LLC

The Company intends to be classified for federal income tax purposes as:

☐ Partnership (if the Company has two or more Members) — Default classification under Treasury Regulation § 301.7701-3(b)(1)
☐ Disregarded Entity (if the Company has a single Member) — Default classification under Treasury Regulation § 301.7701-3(b)(1)
☐ Corporation — By election on IRS Form 8832 (Entity Classification Election)
☐ S Corporation — By election on IRS Form 2553 (Election by a Small Business Corporation)

10.2 Tax Treatment of Individual Series

(a) IRS Guidance. The IRS issued proposed regulations (REG-119921-09) in 2010 addressing the tax classification of series within a series LLC. Under the proposed regulations, each series is generally treated as a separate entity for federal tax purposes, and each series may independently elect its own tax classification under the check-the-box rules.

(b) Classification Options. Each Series may be classified for federal tax purposes as:

☐ Partnership (default for multi-member Series)
☐ Disregarded entity (default for single-member Series)
☐ Corporation (by election on Form 8832)

(c) Per-Series EIN. Each Series that is treated as a separate entity for federal tax purposes should obtain its own Employer Identification Number (EIN) by filing IRS Form SS-4.

(d) Practice Note. Until the IRS finalizes the proposed regulations on series LLC tax treatment, taxpayers should consult with tax counsel regarding the proper classification and reporting of each Series. The IRS has indicated that it will treat series as separate entities for federal tax purposes, but final regulations have not yet been issued.

10.3 Tax Returns and Elections

(a) Master LLC Returns. The Company shall file all required federal, state, and local tax returns for the Master LLC.

(b) Per-Series Returns. If a Series is treated as a separate entity for federal tax purposes, the Company shall file separate tax returns for each such Series (or report the activities of each Series on the Master LLC's return, as appropriate under applicable guidance).

(c) Tax Elections. The Manager(s) shall have the authority to make all tax elections on behalf of the Company and each Series, including but not limited to:

☐ Entity classification elections (Form 8832)
☐ Elections under Section 754 of the Code (optional basis adjustments)
☐ Elections under Section 704(c) of the Code (allocation method for contributed property)
☐ Any other elections permitted under the Code

(d) Tax Matters Partner/Partnership Representative. The Manager (or a designated Member) shall serve as the "partnership representative" (for tax years beginning after December 31, 2017, under the centralized partnership audit rules of the Bipartisan Budget Act of 2015) or "tax matters partner" (for earlier years) for the Company and each Series.

10.4 State Tax Considerations

(a) State Franchise/Annual Taxes. Some states impose separate franchise taxes or annual fees on each series (e.g., Illinois imposes a separate annual report fee for each series). Other states impose a single fee on the Master LLC.

(b) State Income Tax. State income tax treatment of series varies. Some states follow the federal treatment; others may not recognize the separate-entity treatment of series for state tax purposes.

(c) Counsel should review state tax requirements for each state in which the Company or any Series operates or owns property.

PART XI: STATE COMPARISON TABLE — SERIES LLC STATUTES

11.1 States Authorizing Series LLCs

The following table summarizes the series LLC statutes in key authorizing states. Counsel should confirm current statutory provisions.

11.2 States That Do NOT Authorize Series LLCs

The following major states (among others) do not currently authorize series LLCs. Series formed in other states operating in these jurisdictions face significant uncertainty regarding recognition of the Internal Liability Shield:

• California
• New York
• Florida
• Pennsylvania
• Ohio
• Michigan
• New Jersey
• Massachusetts

Interstate Recognition Warning: Operating a series LLC in a state that does not have series LLC legislation creates substantial risk that the Internal Liability Shield will not be recognized. Courts in non-series states have not definitively addressed whether they will recognize the liability segregation of a series LLC formed in another state. Members should consult with counsel in each state where the Company or any Series operates.

PART XII: GENERAL PROVISIONS

12.1 Books and Records

The Company shall maintain, at its principal office:

(a) A current list of the full name and last-known address of each Member and Manager;
(b) A copy of the Articles of Organization, this Agreement, and all amendments;
(c) Copies of all Series Designations;
(d) Federal, state, and local income tax returns for the Company and each Series for the three (3) most recent Fiscal Years;
(e) Financial statements for the Company and each Series; and
(f) Separate records for each Series as required by Section 4.3.

12.2 Bank Accounts

(a) The Company shall maintain one or more bank accounts in the Company's name for the Master LLC.
(b) Each Series shall maintain a separate bank account in the name of the Company (referencing the Series designation) or, where permitted, in the name of the Series itself.
(c) Funds of different Series shall not be commingled with each other or with the funds of the Master LLC.

12.3 Insurance

The Company shall maintain such insurance coverage as the Manager(s) determine to be appropriate, including general liability, property, professional liability, and other coverage. Insurance may be maintained at the Master LLC level or the Series level, as appropriate.

12.4 Amendment

This Agreement may be amended only by a written instrument signed by ☐ a majority ☐ a supermajority ☐ all of the Members. A Series Designation may be amended only by a written instrument signed by ☐ a majority ☐ a supermajority ☐ all of the Associated Members of the applicable Series.

12.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [________________________________], including the Act.

12.6 Dispute Resolution

☐ Mediation. Any dispute arising under this Agreement shall first be submitted to mediation before a mutually agreed-upon mediator.

☐ Arbitration. Any dispute arising under this Agreement that cannot be resolved through mediation shall be resolved by binding arbitration in accordance with the rules of [________________________________], held in [________________________________].

☐ Litigation. Any dispute arising under this Agreement shall be resolved in the courts of the State of [________________________________], located in [________________________________] County.

12.7 Severability

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

12.8 Entire Agreement

This Agreement (including all Series Designations and Exhibits) constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements and understandings.

12.9 Notices

All notices under this Agreement shall be in writing and shall be deemed duly given if: (a) delivered personally; (b) sent by certified mail, return receipt requested; (c) sent by nationally recognized overnight courier; or (d) sent by email with confirmation of receipt.

Notices to the Company:
[________________________________]
Attn: [________________________________]
Email: [________________________________]

12.10 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.

12.11 Waiver

No waiver of any provision of this Agreement shall be deemed a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

PART XIII: SIGNATURES

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

MEMBERS:

Member 1:
Name: [________________________________]
Signature: ______________________________
Date: [__/__/____]
Address: [________________________________]

Member 2:
Name: [________________________________]
Signature: ______________________________
Date: [__/__/____]
Address: [________________________________]

Member 3:
Name: [________________________________]
Signature: ______________________________
Date: [__/__/____]
Address: [________________________________]

MANAGER(S) (if Manager-Managed):

Manager 1:
Name: [________________________________]
Signature: ______________________________
Date: [__/__/____]
Title: [________________________________]

EXHIBIT A — SERIES DESIGNATION TEMPLATE

SERIES DESIGNATION NO. [____]

[COMPANY NAME] — SERIES [________________________________]

This Series Designation is adopted effective [__/__/____], establishing a new Series of [________________________________] (the "Company") pursuant to Section 4.1 of the Operating Agreement.

1. Series Name: [________________________________] — Series [________________________________]

2. Series Business Purpose: [________________________________]

3. Series Type:
☐ Protected Series
☐ Registered Series (Certificate of Registered Series filed on [__/__/____])

4. Management:
☐ Member-Managed by the Associated Members
☐ Manager-Managed by: [________________________________]

5. Associated Members and Interests:

6. Total Capital Committed to Series: $[________________________________]

7. Series Assets:

8. Distribution Policy:
☐ Distributions in proportion to Percentage Interests
☐ Preferred return of [____]% per annum to [________________________________], then [________________________________]
☐ As determined by the Manager(s)
☐ Other: [________________________________]

9. Tax Classification of Series:
☐ Partnership (multi-member Series — default)
☐ Disregarded entity (single-member Series — default)
☐ Corporation (election on Form 8832)
☐ EIN for Series: [________________________________]

10. Bank Account Information:
Bank Name: [________________________________]
Account Number: [________________________________]
Authorized Signatories: [________________________________]

11. Term: ☐ Perpetual ☐ Until [__/__/____] ☐ Until purpose is completed

12. Dissolution Triggers:
☐ Vote of Associated Members
☐ Completion of business purpose
☐ Sale of all Series Assets
☐ Other: [________________________________]

ADOPTED BY:

☐ Manager Resolution dated [__/__/____]
☐ Member Consent dated [__/__/____]

Signature: ______________________________
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXHIBIT B — FORM OF JOINDER AGREEMENT

JOINDER AGREEMENT

The undersigned (the "New Member") hereby agrees to become a party to the Operating Agreement of [________________________________] (the "Company"), dated [__/__/____] (the "Agreement"), and to be bound by all terms and conditions thereof, as if the New Member were an original signatory thereto.

The New Member is admitted as an Associated Member of the following Series:

The New Member represents and warrants that:

(a) The New Member has received and reviewed the Agreement, including all Series Designations and Exhibits;

(b) The New Member has the legal capacity and authority to enter into this Joinder Agreement; and

(c) The New Member's acquisition of the Membership Interest complies with all applicable securities laws.

NEW MEMBER:
Name: [________________________________]
Signature: ______________________________
Date: [__/__/____]
Address: [________________________________]
EIN/SSN: [________________________________]

ACCEPTED BY THE COMPANY:
By: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXHIBIT C — SERIES RECORD-KEEPING COMPLIANCE CHECKLIST

This checklist should be completed for each Series to ensure compliance with the separate record-keeping requirements necessary to maintain the Internal Liability Shield.

Series Name: [________________________________]

Verified by: [________________________________]
Date: [__/__/____]

Sources and References

• Del. Code Ann. tit. 6, § 18-215 — Series of Members, Managers, LLC Interests or Assets (https://delcode.delaware.gov/title6/c018/sc02/)
• Del. Code Ann. tit. 6, § 18-218 — Registered Series (https://delcode.delaware.gov/title6/c018/sc02/)
• Tex. Bus. Orgs. Code §§ 101.601–101.621 — Series Limited Liability Company (https://statutes.capitol.texas.gov/docs/bo/pdf/bo.101.pdf)
• 805 ILCS 180/37-40 — Illinois Series LLC Provisions (https://www.ilga.gov/legislation/ilcs/fulltext.asp?DocName=080501800K37-40)
• Nev. Rev. Stat. § 86.296 — Classes of Members or Managers; Series of Members (https://www.leg.state.nv.us/NRS/NRS-086.html)
• Utah Code Ann. § 48-3a-1201 et seq. — Series of Transferable Interests (https://le.utah.gov/xcode/Title48/Chapter3A/48-3a-S1201.html)
• Iowa Code Ann. § 489.1201 — Series of Transferable Interests (https://www.legis.iowa.gov/law/iowaCode/sections?codeChapter=489)
• Tenn. Code Ann. § 48-249-309 — Series of Members (https://law.justia.com/codes/tennessee/title-48/chapter-249/)
• Wolters Kluwer — Delaware Series LLC Law Major Changes (https://www.wolterskluwer.com/en/expert-insights/delaware-series-llc-law-major-changes)
• Series LLC Wikipedia — Comprehensive overview of state adoption (https://en.wikipedia.org/wiki/Series_LLC)
• IRS Proposed Regulations REG-119921-09 — Tax Classification of Series (https://www.irs.gov/pub/irs-drop/reg-119921-09.pdf)
• 26 C.F.R. § 301.7701-3 — Classification of Certain Business Entities (https://www.ecfr.gov/current/title-26/chapter-I/subchapter-F/part-301/subpart-ECFRd43e1ec7e6da70/subject-group-ECFR8f69b86b4fbab54/section-301.7701-3)

This template is provided for informational purposes only and does not constitute legal advice. Series LLC structures involve complex legal and tax considerations that vary significantly by state. Many states do not recognize the internal liability shields of series LLCs formed in other states. This template must be reviewed and customized by a qualified attorney and tax professional. Do not use without professional legal review. Prepared for ezel.ai legal template platform.