single member llc operating agreement

8/14/2019 Single Member LLC Operating Agreement

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LIMITED LIABILITY COMPANY OPERATINGAGREEMENT

FOR _________________________

A Single Member-Managed Limited Liability Company

ARTICLE ICompany Formation

1.1 FORMATION . The Member hereby does form a Limited LiabilityCompany ("Company") subject to the provisions of the Limited LiabilityCompany ct as currently in effect as of this date. rticles of!r ani#ation shall be filed $ith the %ecretary of %tate.

1.& NAME . The name of the Company shall be' ____________________________________.

1. REGISTERED AGENT . The name and location of the re istered a entof the Company shall be'

____________________________________

______________________ ______________________ _______________________

1. TERM . The Company shall continue for a perpetual period unless*

(a) The Member votes for dissolution+ or

(b) ny event $hich ma,es it unla$ful for the business of the Companyto be carried on by the Member+ or

(c) ny other event causin dissolution of this Limited LiabilityCompany under the la$s of the %tate of ___________________.

1.- CONTINUANCE OF COMPANY . ot$ithstandin the provisions of/T0CL 1. * in the event of an occurrence described in /T0CL 1. (c)*

if there is at least one remainin Member* said remainin Member shallhave the ri ht to continue the business of the Company. %uch ri ht can bee2ercised by the $ritten vote of the remainin Member $ithin ninety (34)days after the occurrence of an event described in /T0CL 1. (c). 0fnot so e2ercised* the ri ht of the Member to continue the business of the

Company may e2pire if that member desires.

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1.6 BUSINESS PURPOSE . The purpose of the Company is to __________________________

________________________________________________________________________

________________________________________________________________________

1.7 PRINCIPAL PLACE OF BUSINESS . The location of the principal placeof business of the Company shall be'

_________________________ _________________________ _________________________

The principal place of business may be chan ed to a location theMember may select. The Member may also choose to store companydocuments at any address the Member chooses.

1.8 MEMBER . The name and place of residence of the member arecontained in 2hibit 1 attached to this reement.

1.3 ADMISSION OF ADDITIONAL MEMBERS . 2cept as other$isee2pressly provided in the reement* additional members may beadmitted to the Company throu h issuance by the company of a ne$interest in the Company or a sale of current a percent of currentMember9s interest.

ARTICLE II

Capital Contribution&.1 INITIAL CONTRIBUTIONS . The Member initially shall contribute to theCompany capital as described in 2hibit & attached to this reement. Thetotal value of such property and cash is ____________________________.

&.& ADDITIONAL CONTRIBUTIONS . 2cept as provided in /T0CL 6.&*no Member shall be obli ated to ma,e any additional contribution to theCompany:s capital.

ARTICLE III

Pro!it " Lo # an$ Di tribution.1 PROFITS%LOSSES . ;or financial accountin and ta2 purposes the

Company:s net profits or net losses shall be determined on an annual basisand shall be allocated to the Members in proportion to each Member:srelative capital interest in the Company as set forth in 2hibit & as amendedfrom time to time in accordance $ith Treasury /e ulation 1.74 51.

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.& DISTRIBUTIONS . The Member shall determine and distribute availablefunds annually or at more fre


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and other similar documents+ and* (d) all other instruments of anyother ,ind relatin to the Company:s affairs* $hether li,e or unli,e thefore oin .

.7 NOMINEE . Title to the Company:s assets shall be held in theCompany:s name or in the name of any nominee that the Member maydesi nate. The Member shall have po$er to enter into a nomineea reement $ith any such person* and such a reement may containprovisions indemnifyin the nominee* e2cept for his $illful misconduct.

.8 COMPANY INFORMATION . >pon re


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(a) copy of the Certificate of ;ormation and the Company !peratinreement and all amendments+

(b) Copies of the Company:s federal* state and local income ta2returns and reports* if any* for the three most recent years+

(c) Copies of any financial statements of the limited liability companyfor the three most recent years.

ARTICLE 'Comp#n ation

-.1 M M@ / MANAGEMENT FEE . ny Member renderin services to the

Company shall be entitled to compensation commensurate $ith thevalue of such services.

-.& REIMBURSEMENT . The Company shall reimburse the Member for alldirect out5of5poc,et e2penses incurred by the Member in mana in theCompany.

ARTICLE 'IBoo,,##pin(

6.1 BOO-S . The Member shall maintain complete and accurate boo,s of

account of the Company:s affairs at the Company:s principal place ofbusiness or other a reed location. %uch boo,s shall be ,ept on suchmethod of accountin as the Member shall select. The company:saccountin period shall be the calendar year.

6.& MEMBER.S ACCOUNTS . The Member shall maintain separate capitaland distribution accounts for each member. ach member:s capital accountshall be determined and maintained in the manner set forth in Treasury/e ulation 1.74 5l(b)(&)(iv) and shall consist of his initial capitalcontribution increased by'

(a) ny additional capital contribution made by him?her+

(b) Credit balances transferred from his distribution account to hiscapital account+

and decreased by'

(a) =istributions to him?her in reduction of Company capital+

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(b) The Member:s share of Company losses if char ed to his?her capitalaccount.

6. REPORTS . The Member shall close the boo,s of account after theclose of each calendar year* and shall prepare and send to eachmember a statement of such Member:s distributive share of income ande2pense for income ta2 reportin purposes.

ARTICLE 'IITran !#r

7.1 ASSIGNMENT . ccordin to the appropriate Court* should the Memberhave a creditor $ith a jud ment that $as issued an assi nment of themembership interest* the creditor shall only obtain an assi nment ofthe membership interest* not the actual transfer of Membership in theLLC. The ne$ assi nee does not have any ri hts of the Member orhave the ability to be involved in mana ement of the LLC or the ri htto dissolve the LLC. The ne$ assi nee is only ranted ri hts of thedistributions of the Member9s interests* if the Member decides todistribute at all* not the ri hts of membership. The assi nee mustrelease the Member9s interests bac, to Member upon payment of the

jud ment in accordance $ith the appropriate Court.

ARTICLE 'IIIDi olution

/&0 DISSOLUTION& The Member may dissolve the LLC at anytime. The Member may !T dissolve the LLC for a loss ofmembership interests. >pon dissolution the LLC must payits debts first before distributin cash* assets* and?or initialcapital to the Member or the Members interests. Thedissolution may only be ordered by the Member* not by theo$ner of the Members interests.



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CERTIFICATE OF FORMATION

This Company !peratin reement is entered into and shall becomeeffective as of the ffective =ate by and amon the Company and the persone2ecutin this reement as Member. 0t is the Member9s e2press intentionto create a limited liability company in accordance $ith applicable la$* ascurrently $ritten or subse


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E+)IBIT 0

LISTING OF MEMBERS

s of the _____ day of ______________________* &4_____ the follo$in is a list ofMembers of the Company'

Nam# _________________________________ P#r2#nt ______B

ddress _______________________________________________



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E+)IBIT 3

CAPITAL CONTRIBUTIONS

Aursuant to /T0CL &* the Member9s initial contribution to the Companycapital is stated to be ______________________. The description and eachindividual portion of this initial contribution are as follo$s'

__________________________________________________________ ______________

__________________________________________________________ ______________



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__________________________________________________________ ______________

__________________________________________________________ ______________

__________________________________________________________ ______________

__________________________________________________________ ______________

__________________________________________________________ ______________

__________________________________________________________ ______________

__________________________________________________________ ______________

%0D = = D/ = this _____ day of ________________* &4____.

____________________________________ Member


single member llc operating agreement

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