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About This Document
The following is a long-form sample LLC (limited liability company) operating agreement. The agreement contains provisions for: formation; members, capital contributions, capital accounts; membership certificates; profits, losses, tax allocations and distributions; accounting and reports; management of company; meetings; limitation of liability; dissolution, winding up and termination; prohibitions on transfer; right of first refusal; and miscellaneous provisions. There are opportunities to select optional language, such as stating that the LLC is created in accordance with the guidelines set out by the Beverly-Killea Limited Liability Company Act of the Corporations Code of the State of California. This document can be customized to fit the needs of any party forming an LLC.