Operating Agreement for Member-Managed LLC in California
OPERATING AGREEMENT OF _____________________________, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY This OPERATING AGREEMENT, dated ___________________ (the “Agreement”), is between the Members ___________________, (collectively referred to as the “Members” and individually as a "Member"), as listed on the signature page. The Members desire to form a limited liability company pursuant to the laws of the State of California and agree as follows: ARTICLE 1. THE LIMITED LIABILITY COMPANY Section 1.1. Formation. A limited liability company (the "Company") subject to the provisions of the BeverlyKillea Limited Liability Company Act of California (the "Act") as currently in effect ___________________ [has been or will be] formed under the Act. Section 1.2. Filing. In connection with the execution of this Agreement, the Members ___________________ [have caused or will cause] Articles of Organization (the “Articles”) that comply with the Act to be properly filed with the California Secretary of State, and will execute such further documents (including amendments to the Articles) and take such further action as is appropriate to comply with the requirements of law for the formation and operation of a limited liability company in all places where the Company may conduct its business. Section 1.3. Name. The name of the Company is _____________________, LLC. The Company will transact business under that name. Section 1.4. Company Purpose. The purpose of the Company is to engage in __________________ [any business activity permitted by the Act or the business of ______________ ]. Section 1.5. Operative Date of Agreement. The provisions of this Agreement shall take effect on _______ [date]. Section 1.6. Registered Office. The Company shall maintain an office in California as required by the Act at which it shall maintain the records required to be maintained there by the Act. The Company may have such other offices as the Members may determine,
within or without the State of California and any such office may be the Company's principal place of business, as determined by the Members. Section 1.7. Agent. The Company's initial agent for service of process required by the Act is as set forth in the Articles and may be changed if and as determined by the Members. Section 1.8. Duration; Events of Dissolution. The Company shall be dissolved on the date set forth in the Articles, if any, unless sooner dissolved by: (a) The happening of events specified in this Agreement; (b) The affirmative vote of ___________________ [all Members or Members whose Membership Interest equals more than ____________________ percent]; or (c) Any event that makes it unlawful for the business of the Company to be carried on by the Members. Section 1.9. Management of Business. The business of the Company will be conducted by the Members, and is more fully described in Article 4. Section 1.10. Definitions. As used in this Agreement, the following terms have the following meanings: "Act": as defined in Section 1.1. "Code" means the Internal Revenue Code of 1986, as it may be amended or superseded from time to time. "Economic Interest" has the meaning set forth in Section 17001(n) of the Act. "Membership Interest," as to each Member, means each Member's percentage interest in the Company as set forth in ___________________ [Annex 1]. "Profits" and "Losses" mean respectively, for each fiscal year or other period, an amount equal to the Company's taxable income or loss for such year or period, determined in accordance with Code Section 703(a). ARTICLE 2. MEMBERS. Section 2.1. Names, Addresses, Contributions, Membership Interests, and Capital Accounts of Members. The name, full business or residence street address, initial capital contribution, and Membership Interest of each Member are as set forth in Annex 1 to this Agreement.
Each Member shall make the Initial Capital Contribution and have the Membership Interest set forth above. If a person becomes a Member by admission as such pursuant to action of the Members or as a Member's assignee as provided in Article 8, that person becomes a party to this Agreement by executing and delivering to the Members a supplement to this Agreement in such form as determined by the Members. T