[NAME OF COMPANY]
A Single Member Limited Liability Company
Operating Agreement
THIS SINGLE-MEMBER OPERATING AGREEMENT is made and entered into by and between [NAME OF LLC] (hereinafter "the Company"), a limited liability company, and [NAME OF MEMBER] (hereinafter "Member").
1. The Company. The name of the Company is [NAME OF COMPANY]. The Company is organized under the laws of the sates of [STATE OF ORGANIZATION].
2. Principal place of business. The Company has its principal place of business at [ADDRESS].
3. Purpose. The Company is created for the following purpose(s): _____________________________.
4. Member. The name and residence address of Member are as follows: [NAME] [ADDRESS].
5. Capitalization. The initial capitalization of the Company shall consist of [DOLLAR AMOUNT], contributed by the Member. Additional capital contributions may be made at such times and in such amounts as the single Member shall determine.
6. Duration. The duration of the Company shall be perpetual and the Company shall not be subject to dissolution upon the dissociation of any member.
7. Tax status. The Company's status as a separate entity will [or will not] be ignored for federal and state tax purposes. [Alternatively: The Company will be treated as a corporation for federal and state tax purposes.]
8. Management. The Company shall be managed by the member [or: one or more managers]. The Member is authorized to execute any and all documents on behalf of the Company necessary or appropriate to the conduct of its business.
[Optional: Managers will manage the LLC by the affirmative vote of __________ percent of the managers. No manager shall be personally liable to the Company or its members for damages for any breach of duty in such capacity except to the extent required by the Limited Liability Company Law [Act] of the State of __________________.]
9. Limitation of liability. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the [limited liability company law of the state under which the Company is organized.]
10. Profits and Losses. The profits and losses of the Company shall be attributed in their entirety to Member.
11. Distributions. Distributions of cash or other assets to members will be allocated to Member in their entirety. Member may demand and receive a distribution in a form other than cash.
12. Effective date. This Operating Agreement shall be effective as of the date of filing of the Articles of Organization.
13. Miscellaneous. This Agreement constitutes the entire agreement of the parties and may not be modified or amended except in writing; and shall be governed by and construed according to the law of the State of ______________________.]
IN WITNESS WHEREOF, the Member, on his own behalf and on behalf of the Company, has signed this Single Member Limited Liability Company Operating Agreement this ____ day of ________________, ______.
_______________________
[Member's name]
