Operating Agreement Generator

OPERATING AGREEMENT

This Operating Agreement (“Agreement”) is entered into as of [Date], by and among [Your Name], [Member 2 Name], and any other members identified herein (collectively, “Members”), for [Your Company Name], a [State] limited liability company (the "Company").

RECITALS

WHEREAS, the Members desire to form a limited liability company pursuant to the laws of the State of [State];

WHEREAS, the Members agree to be bound by the terms and conditions set forth in this Agreement;

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

ARTICLE I: FORMATION

1.1 Company Name
The name of the Company shall be [Your Company Name].

1.2 Principal Office
The principal office of the Company shall be located at [Your Company Address], or at such other location as the Members may determine.

1.3 Registered Agent
The registered agent for service of process is [Agent Name], located at [Agent Address].

1.4 Term
The duration of the Company shall be perpetual unless dissolved pursuant to the terms of this Agreement.

ARTICLE II: PURPOSE

The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the laws of the State of [State].

ARTICLE III: MEMBERS AND CAPITAL CONTRIBUTIONS

3.1 Members
The Members of the Company are as follows:

[Your Name]
[Member 2 Name]

3.2 Initial Capital Contributions
The Members have contributed the following amounts to the capital of the Company:

Member	Capital Contribution
[Your Name]	[Contribution Amount]
[Member 2 Name]	[Contribution Amount]

3.3 Additional Contributions
Additional contributions may be required upon approval by all Members.

3.4 Ownership Interests
Ownership interests of the Members shall be proportional to their capital contributions unless otherwise agreed upon in writing.

ARTICLE IV: MANAGEMENT

4.1 Management Structure
The management of the Company shall be vested in [Your Management Structure, e.g., "a Manager"] elected by the Members.

4.2 Decision-Making
Decisions requiring Member approval shall be made by a majority vote, except as otherwise provided in this Agreement.

4.3 Meetings
Meetings of the Members shall be held at times and places as agreed to by the Members. Notice of such meetings shall be provided at least [Number] days in advance.

4.4 Duties of the Manager
The Manager shall oversee day-to-day operations, ensure compliance with applicable laws, and act in the best interests of the Company.

ARTICLE V: DISTRIBUTIONS

Distributions of cash or other assets of the Company shall be allocated among the Members in proportion to their ownership interests unless otherwise agreed upon by the Members.

ARTICLE VI: BOOKS AND RECORDS

6.1 Maintenance
The Company shall maintain complete and accurate books of account and records, which shall be available for inspection by any Member during regular business hours.

6.2 Fiscal Year
The fiscal year of the Company shall end on [Fiscal Year End Date].

ARTICLE VII: DISSOLUTION AND WINDING UP

7.1 Events of Dissolution
The Company shall be dissolved upon:

The unanimous written consent of the Members;
The occurrence of an event set forth in [Applicable State Statute]; or
A court order of dissolution.

7.2 Winding Up
Upon dissolution, the Manager or a designated liquidator shall wind up the affairs of the Company, liquidate assets, and distribute proceeds in the following order:

Payment of Company liabilities to creditors.
Return of any outstanding capital contributions to Members.
Distribution of remaining assets to Members in accordance with their ownership interests.

ARTICLE VIII: MISCELLANEOUS

8.1 Amendments
This Agreement may be amended only by a written agreement signed by all Members.

8.2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].

8.3 Entire Agreement
This Agreement constitutes the entire understanding among the Members and supersedes any prior agreements or understandings.

8.4 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the Members have executed this Operating Agreement as of the day and year first above written.

Member