Sample LLC Operating Agreement

Article I: Formation

Section 1.1 - Name

The name of the Limited Liability Company (the "Company") shall be Sample LLC.

Section 1.2 - Principal Office

The principal office of the Company shall be located at [Address], or such other place as may be determined by the members.

Section 1.3 - Registered Agent

The registered agent for the service of process and the registered office shall be [Name of Agent], located at [Address].

Article II: Management

Section 2.1 - Management Structure

The Company shall be managed by its members, unless a manager is appointed by the members as provided herein.

Section 2.2 - Powers and Duties of Managers

The management shall have full and complete authority, power, and discretion to manage and control the business, property, and affairs of the Company; to make all decisions regarding those matters; and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

Section 2.3 - Meetings of Members

Meetings of the members shall be held at such place as may be designated by the members. Regular meetings shall be held at least annually.

Article III: Capital Contributions

Section 3.1 - Initial Contributions

The members have contributed the following amounts to the Company's capital:

  • Member 1: $[Amount]

  • Member 2: $[Amount]

Section 3.2 - Additional Contributions

Additional contributions may be made as determined by a unanimous vote of the members.

Article IV: Allocation of Profits and Losses

Section 4.1 - Profits and Losses

The Company's profits and losses shall be allocated among the members in proportion to their capital contributions unless otherwise agreed upon in writing by all members.

Article V: Distributions

Section 5.1 - Distributions

Distributions shall be made to the members at times and in amounts as determined by the members. All distributions shall be made in accordance with the allocations of profits and losses specified herein.

Article VI: Dissolution

Section 6.1 - Dissolution Events

The Company shall be dissolved upon the occurrence of any of the following events:

  • The unanimous written consent of all members.

  • The entry of a decree of judicial dissolution.

  • Any other event causing dissolution of a limited liability company under the laws of the state.

Section 6.2 - Winding Up

Upon dissolution, the Company's remaining assets shall be distributed as follows: payment of debts and liabilities, including debts to members who are creditors, followed by distribution of remaining assets among members according to their respective rights and interests.

Signatures

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the [Date].

[Your Name]

Member 2

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