Operating Agreement

Effective date: [Date]

This Operating Agreement is entered into by and between [Company legal name], [address and entity details] (“Company”), and [Members legal name], [address and entity details] (“Members”), together the “Members.”

1. Company Formation and Purpose

[Legal name, jurisdiction, registered agent, principal office, purpose, and formation date.]

2. Members, Units, and Contributions

[Member ledger, unit classes, capital accounts, additional contributions, and dilution mechanics.]

3. Management and Voting

[Manager appointment, authority, removal, fiduciary standard, quorum, and meeting rules.]

4. Reserved Matters and Member Approvals

[List of actions requiring member threshold, class consent, or unanimous approval.]

5. Allocations, Distributions, and Tax Representative

[Distribution priorities, tax distributions, allocation method, partnership representative, and tax elections.]

6. Books, Records, and Information Rights

[Financial statements, inspection notice, fiscal year, accounting method, and record custodian.]

7. Confidentiality and Company Opportunities

[Confidentiality, company opportunity, conflicts, and permitted disclosures.]

8. Transfers, Admission, and Restrictions

[Transfer definition, permitted transferees, ROFR, tag/drag, admission conditions, and securities compliance.]

9. Dissociation, Buyout, and Valuation

[Trigger events, appraisal or formula valuation, payment security, set-off, and closing mechanics.]

10. Dissolution and Winding Up

[Events, creditor priority, liquidation distributions, final reporting, and record retention.]

11. Signatures and Schedules

[Execution blocks and ownership, contribution, and approval schedules.]

Signatures

Company

Name: [Name]
Title: [Title or capacity]
Signature: ____________________
Date: [Date]

Members