FINAL LIMITED LIABILITY COMPANY OPERATING AGREEMENT
FOR
___________________________
This Company Agreement of this MULTIPLE-MEMBER ____________-MANAGED LIMITED LIABILITY
COMPANY organized pursuant to applicable state law, is entered into and shall become effective as of
____________ (the “Effective Date”) by and among the Company and the persons executing this Agreement
as Members. It is the Members express intention to create a limited liability company in accordance with the
Act, as currently written or subsequently amended or redrafted. Therefore, all provisions of this document shall
be construed consistent with the afore described intent of the Members. Accordingly, in consideration of the
conditions contained herein, he/she/they agree as follows:
ARTICLE I
Company Formation
1.1 FORMATION. The Members hereby form a Limited Liability Company (the “Company”) subject to the
provisions of state law as currently in effect as of this date. Articles of Organization shall be filed with the
Secretary of State.
1.2 NAME. The name of the Company shall be: __________________________________.
1.3 REGISTERED AGENT AND OFFICE. The name and location of the registered agent of the Company
shall be:
____________________________________
______________________
______________________
______________________
1.4 TERM. The Company shall continue for a perpetual period unless
(a) members whose capital interest as defined in Article 2.2 exceeds 50 percent vote for dissolution; or
(b) any event which makes it unlawful for the business of the Company to be carried on by the
Members; or
(c) any other event causing dissolution of this Limited Liability Company under the laws of the State of
___________________.
1.5 CONTINUANCE OF COMPANY. Notwithstanding the provisions of ARTICLE 1.3, in the event of an
occurrence described in ARTICLE 1.4(c), if there are at least one remaining Member(s), said remaining
Member(s) shall have the right to continue the business of the Company.
1.6 BUSINESS PURPOSE. The Company shall conduct any and all lawful business deemed appropriate to
execute the company’s objectives.
Name of LLC
MANAGER/ MEMBER
LLC Effective Date
Name of LLC
Name of Registered Agent
state of organization
1.7 PRINCIPAL PLACE OF BUSINESS. The location of the principal place of business of the Company
shall be:
_________________________
_________________________
_________________________
1.8 THE MEMBERS. The name and place of residence of each member are listed below at Certification of
Members. Members are the owners of this company.
1.9 ADMISSION OF ADDITIONAL MEMBERS. Except as otherwise expressly provided in the Agreement,
no additional members may be admitted to the Company through issuance by the company of a new interest in
the Company without the prior unanimous written consent of the Members.
ARTICLE II
Capital Contributions
2.1 INITIAL CONTRIBUTIONS. The Members initially shall contribute to the Company capital as described
in Exhibit 2 attached to this Agreement. The total value of such property and cash is
____________________________.
2.2 ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member shall be obligated
to make any additional contribution to the Company’s capital.
ARTICLE III
Profits, Losses, and Distributions
3.1 PROFITS/LOSSES. For financial accounting and tax purposes the Company’s net profits or net losses
shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member’s
relative capital interest in the Company, and as amended from time to time in accordance with Treasury
Regulation 1.704-1.
3.2 DISTRIBUTIONS. The Members shall determine and distribute available funds annually or at more
frequent intervals as they see fit. Available funds, as referred to herein, shall mean the net cash of the
Company available after appropriate provision for expenses and liabilities, as determined by the Members.
Distributions in liquidation of the Company or in liquidation of a Member's interest shall be made in accordance
with the positive capital account balances pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2). To the extent
a Member shall have a negative capital account balance, there shall be a qualified income offset, as set forth in
Treasury Regulation 1.704-l(b)(2)(ii)(d).
3.3 C CORPORATION ELECTION. The Members may elect to be treated as a C corporation at any time to
keep the profits of the LLC at the company level and not be forced to distribute profits to the Members.
Total Amount of Member Contributions
ARTICLE IV
Management
4.1 MANAGEMENT OF THE BUSINESS. The management of the business is invested in the Members.
The Members do appoint one Chief Executive Member. The Chief Executive Member is the Member with the
most responsibility and head of operations of the business. [Use this text if your LLC is Member-Managed]
OR
MANAGEMENT OF THE BUSINESS.This company shall be manager managed. The initial elected
managers are set forth in the articles of organization filed with the appropriate State agency. If the appropriate
State agency does not require the Managers names be set for the in the articles of organization, or the
organizer elects not to set forth the names of the Managers in the articles of organization, the Members may
elect the Managers in this agreement in the certification of Managers. Members holding a majority of the
capital interests in the Company may elect Managers as the Members determine. Managers listed in the
articles of organization and/or this agreement will serve as the Managers of this company until a meeting of
members is held and new Manager(s) elected. [Use this text if your LLC is Manager-Managed]
4.2 MEMBERS. The liability of the Members shall be limited as provided pursuant to applicable law.
Members may take part in the control, management, direction, or operation of the Company’s affairs and shall
have powers to bind the Company. Any legally binding agreement must be signed by all Members or present
approval of all other Members for one specific Member to sign the binding agreement.
(a) Any decision that involves a sale of the business, a loan, an acquisition of another company, must
have the unanimous consent of all member(s).
(b) All day to day decisions and management of the LLC will predominantly be made by the Chief
Executive Member, but may be made by any Member(s) in compliance with their duties as Members.
(c) If a Member disagrees with the Chief Executive Member’s decision or proposed decision, a Member
may call a vote to decide the course of action. A simple majority vote must be completed to take an
action on behalf of the LLC in accordance with ARTICLE 4.5. The vote must be in writing. [Use this text
if your LLC is Member-Managed]
OR
MEMBERS. Members shall not take part in the operation of the Company’s affairs, unless they are
elected Managers. [Use this text if your LLC is Manager-Managed]
4.3 DUTIES OF MEMBERS. Each Member must have a duty.
(a) If a Member fails to do the Member’s duties for a period of 120 consecutive days, the Member
will lose its Membership interest. The start date of failure must be documented.
(b) If a Member fails to do its Member duties for a period of one hundred twenty (120) days out of
two hundred thirty nine (239) days, the Member will lose its Membership interest in accordance with this
article. The failure days must be documented.
(c) If a Member disputes the completion of another Members duties and is attempting to take over
the Members interest, it must do so in writing and certified delivery to the Members residential address
listed in exhibit 1. If certified delivery is not available, hand delivery is acceptable by a third party.
(d) Upon receipt of complaint, a Member in question of fulfilling the Members duties must remedy
and fulfill the duties it has established within fourteen (14) days.
(e) If Members become in dispute of what the Members duties are; if they are being fulfilled; and
have gone through the dispute process outlined in section (a) through (d) of this article, the Members
agree to enter into binding mediation or arbitration to decide if the Member’s duties are being performed
in compliance with the outlined agreed duties of attachment 1. If there is failure to reach an agreement
through arbitration or mediation of performed duties of Members, the Members in dispute agree to file a
complaint in the appropriate Court to procure a decision by the appropriate Court as to the fulfillment of
Members’ duties. Upon decision of the Court that a Member has or is failing to meet the duties it has
been prescribed to fulfill, the Member will loose and assign its Membership interest to the other
Member(s) still remaining. The assignment of the non-compliant Member’s membership interest will
establish a debt owed by the LLC in accordance with ARTICLE 8.
(f) A value of the non-compliant Member’s interest being transferred and assigned to the
complaining Member must be made before the transfer can be completed. During the course of the
transfer, the non-compliant Member will maintain complete powers of membership in the LLC.
(g) In the event of a dispute of Member’s duties, Members may negotiate an exchange of
Membership interests for a lesser amount of Member duties. [Use this text only if your LLC is Member-
Managed]
4.4 CHIEF EXECUTIVE MEMBER. The Chief Executive Member shall have primary responsibility for
managing the operations of the Company and for effectuating the decisions of the Members. [Include this
section only if your LLC is member-managed]
[Use the sections below for a Manager-Managed or Member-Managed LLC]
4.5 DISPUTES OF MEMBERS. Disputes among Members will be decided by a majority vote. A member
has the amount of votes according to the Members percent of interest. (Example: 11% is 11 votes.) There has
to be a majority vote for an action to take place.
4.6 POWERS OF ______________. The ______________ are authorized on the Company’s behalf to
make all decisions in accordance with ARTICLE 4.2 as to (a) the sale, development lease or other disposition
of the Company’s assets; (b) the purchase or other acquisition of other assets of all kinds; (c) the management
of all or any part of the Company’s assets; (d) the borrowing of money and the granting of security interests in
the Company’s assets; (e) the pre-payment, refinancing or extension of any loan affecting the Company’s
assets; (f) the compromise or release of any of the Company’s claims or debts; and, (g) the employment of
persons, firms, or corporations for the operation and management of the company’s business. In the exercise
of their management powers, the ______________ are authorized to execute and deliver (a) all contracts,
conveyances, assignments leases, sub-leases, franchise agreements, licensing agreements, management
contracts, and maintenance contracts covering or affecting the Company’s assets; (b) all checks, drafts, and
other orders for the payment of the Company’s funds; (c) all promissory notes, loans, security agreements, and
other similar documents; and, (d) all other instruments of any other kind relating to the Company’s affairs,
whether like or unlike the foregoing.
Members/Managers
Members/Managers
Members/Managers
4.7 NOMINEE. Title to the Company’s assets shall be held in the Company’s name or in the name of any
nominee that the ___________ may designate. The ___________ shall have power to enter into a nominee
agreement with any such person, and such agreement may contain provisions indemnifying the nominee,
except for his willful misconduct.
4.8 COMPANY INFORMATION. Upon request, the ____________________ shall supply to any Member
information regarding the Company or its activities. Each Member or his authorized representative shall have
access to and may inspect and copy all books, records, and materials in the ____________________’s
possession regarding the Company or its activities. The exercise of the rights contained in this ARTICLE 4.8
shall be at the requesting Member’s expense.
4.9 EXCULPATION. Any act or omission of the __________, the effect of which may cause or result in loss
or damage to the Company or the Members if done in good faith to promote the best interests of the Company,
shall not subject the ___________ to any liability to the Members.
4.10 INDEMNIFICATION. The Company shall indemnify any person who was or is a party defendant or is
threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of
the fact that he is or was a Member of the Company, Manager, employee or agent of the Company, or is or
was serving at the request of the Company, for instant expenses (including attorney’s fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or
proceeding if the Members determine that he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has
no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of “no lo Contendere” or its equivalent,
shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he
reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his/her conduct was lawful.
4.11 RECORDS. The __________ shall cause the Company to keep at its principal place of business or at
another location agreeable by the Members, the following:
(a) A current list in alphabetical order of the full name and the last known street address of each
Member;
(b) A copy of the Certificate of Formation and the Company Operating Agreement and all amendments;
(c) Copies of the Company’s federal, state and local income tax returns and reports, if any, for the three
most recent years;
(d) Copies of any financial statements of the limited liability company for the _____ most recent years.
Members/Managers
Members/Managers
Chief Executive Member/Manager
Chief Executive Member/Manager
Members/Manager
Members/Manager
#
Members/ Manager
ARTICLE V
Officers
[Include this Article for a Manager-Managed or Member-Managed LLC]
5.1 APPOINTMENT OF OFFICERS. The _______________ may appoint individuals as officers (“officers”)
of the Company, which may include a President, a Chief Executive Officer, a Chief Financial Officer, a
Secretary and such other officers (such as a Chief Operating Officer, a Treasurer or any number of Vice
Presidents) as the _______________ deems advisable. No officer need be a Member. An individual may be
appointed to more than one office. No officer of the Company shall have any rights or powers beyond the rights
and powers granted to such officer in this Agreement. The officers of the Company as of the date hereof are
listed on the attached Exhibit 3.
5.2 DUTIES OF OFFICERS GENERALLY. Under the direction of and, at all times, subject to the authority
of the _______________, the officers shall have the discretion to manage the day-to-day business, operations
and affairs of the Company in the ordinary course of its business, to make all decisions, except those expressly
reserved or requiring the approval of the _______________ hereunder, affecting the day-to-day business,
operations and affairs of the Company in the ordinary course of its business and to take all such actions as
they deem necessary or appropriate to accomplish the foregoing, in each case, unless the _______________
shall have previously restricted (specifically or generally) such powers. In addition, the officers shall have such
other powers and duties as may be prescribed by the _______________ or this Agreement. The President
shall have the power and authority to delegate to any agents or employees of the Company rights and powers
of officers of the Company to manage and control the day-to-day business, operations and affairs of the
Company in the ordinary course of its business, as the President may deem appropriate from time to time, in
each case, unless the _______________ shall have previously restricted (specifically or generally) such
powers. Notwithstanding the foregoing, no officer shall enter into or consummate any of the following
transactions without the prior approval of the _______________: (i) any transaction outside of the ordinary
course of the Company’s business consistent with past practice; (ii) the issuance of any Units or other security
of the Company; including any security convertible into any security; (iii) any sale of any material portion of the
Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary
course of the Company’s business; (iv) declare or pay any dividend or make any other distributions in respect
of any Units; (v) redeem or purchase or otherwise acquire any Units; (vi) incur any liabilities, obligations,
including guarantees, or indebtedness in excess of $25,000 individually, or as otherwise expressly provided in
the Company’s employment agreement with the President of the Company; (vii) approve any material deviation
from the then current operating budget as approved by the _______________; or (viii) any other acts requiring
the consent or approval of the _______________ under this Agreement.
5.3 AUTHORITY OF OFFICERS. Subject to Section 5.2, any officer of the Company shall have the right,
power and authority to transact business in the name of the Company or to act for or on behalf of or to bind the
Company. With respect to all matters within the ordinary course of business of the Company, third parties
dealing with the Company may rely conclusively upon any certificate of any officer to the effect that such officer
is acting on behalf of the Company.
Manager(s) /Managing Members
Manager(s) /Managing Members
Manager(s) /Managing Members
Manager(s) /Managing Members
Manager(s) /Managing Members
Manager(s) /Managing Members
Manager(s) /Managing Members
Manager(s) /Managing Members
Manager(s) /Managing Members
Manager(s) /Managing Members
5.4 REMOVAL, RESIGNATION, AND FILING OF VACANCY OF OFFICERS. The _______________ may
remove any officer, for any reason or for no reason, at any time, subject to the terms of any then-existing
employment agreement. Any officer may resign at any time by giving written notice to the _______________,
and such resignation shall take effect at the date of the receipt of that notice or any later time specified in that
notice; provided, that unless otherwise specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any such resignation shall be without prejudice to the rights, if any, of the
Company or such officer under this Agreement or any employment or unit repurchase agreement then in
effect. A vacancy in any office because of death, resignation, removal or otherwise shall be filled in the manner
prescribed in this Agreement for regular appointments to that office.
5.5 COMPENSATION OF OFFICERS. The officers shall be entitled to receive compensation from the
Company as determined by the _______________, subject to any limitations imposed thereon as provided in
the Company’s employment agreement with the President of the Company.
5.6 PRESIDENT. Under the direction of and, at all times, subject to the authority of the _______________
and the limitations imposed by Section 5.2, the President shall have general supervision over the day-to-day
business, operations and affairs of the Company and shall perform such duties and exercise such powers as
are incident to the office of president under the GCL. The President shall have such other powers and perform
such other duties as may from time to time be prescribed by the _______________.
5.7 CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the properties and business
transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital and Units, and, in general, shall perform all the duties incident to the office of the chief financial
officer of a corporation organized under the GCL. The Chief Financial Officer shall have the custody of the
funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements
in books belonging to the Company. The Chief Financial Officer shall have such other powers and perform
such other duties as may from time to time be prescribed by the _______________ and/or the President,
subject to the limitations imposed by Section 5.2.
5.8 SECRETARY. The Secretary shall (i) keep the minutes and resolutions of any meetings of the
Members and of the _______________ in one or more books provided for that purpose; (ii) see that all notices
to be given by the Company are duly given in accordance with the provisions of this Agreement and as
required by law; (iii) be custodian of the company records; (iv) keep a register of the addresses of each
Member which shall be furnished to the Secretary by such Member; (v) have general charge of the Members
Schedule; and (vi) in general perform all duties incident to the office of the secretary of a corporation organized
under the GCL. The Secretary shall have such other powers and perform such other duties as may from time
to time be prescribed by the _______________ and/or the President, subject to the limitations imposed by
Section 5.2.
5.9 OTHER OFFICERS. All other officers of the Company shall have such powers and perform such duties
as may from time to time be prescribed by the _______________ and/or the President, subject to the
limitations imposed by Section 5.2.
Manager(s) /Managing Members
Manager(s) /Managing Members
Manager(s) /Managing Members
Manager(s) /Managing Members
Manager(s) /Managing Members
Manager(s) /Managing Members
Manager(s) /Managing Members
Manager(s) /Managing Members
Manager(s) /Managing Members
ARTICLE VI
Compensation
[Include this Article for a Manager-Managed or Member-Managed LLC]
6.1 MANAGEMENT FEE. Any _________ rendering services to the Company shall be entitled to
compensation commensurate with the value of such services as all members unanimously agree upon.
6.2 REIMBURSEMENT. The Company shall reimburse the _________ for all direct out-of-pocket expenses
incurred by them in managing the Company if unanimously agreed upon by all Members.
ARTICLE VII
Bookkeeping
[Include this Article for a Manager-Managed or Member-Managed LLC]
7.1 BOOKS. The _________ shall maintain complete and accurate books of account of the Company’s
affairs at the Company’s principal place of business or at another location agreeable by the Members. Such
books shall be kept on such method of accounting as the _________ shall select.
7.2 MEMBER’S ACCOUNTS. The _________ shall maintain separate capital and distribution accounts for
each Member. Each Member’s capital account shall be determined and maintained in the manner set forth in
Treasury Regulation 1.704-l(b)(2)(iv) and shall consist of his initial capital contribution increased by:
(a) Any additional capital contribution made by him/her;
(b) Credit balances transferred from his distribution account to his capital account;
and decreased by:
(a) Distributions to him/her in reduction of Company capital;
(b) The Member’s share of Company losses if charged to his/her capital account.
7.3 REPORTS. The _________ shall close the books of account after the close of each calendar year, and
shall prepare and send to each member a statement of such Member’s distributive share of income and
expense for income tax reporting purposes.
7.4 FISCAL YEAR. The fiscal year of the Company shall end on _____________.
Member/ Manager
Month and day
Member/ Manager
Member/ Manager
Member/ Manager
Member/ Manager
Member/ Manager
ARTICLE VIII
Transfers
[Include this Article for a Manager-Managed or Member-Managed LLC]
8.1 ASSIGNMENT. If at any time a Member proposes to sell, assign or otherwise dispose of all or any part
of its interest in the Company, Member shall comply with the following procedures:
(a) First make a written offer to sell such interest to the other Member(s) at a price determined in
writing. At this point exiting member may not make this intention publicly known. If such other Members
decline or fail to elect such interest within ___ days, the exiting member may advertise its membership
interest for sale as it sees fit.
(b) If a member has a buyer of members interest, the other current member(s) have first right of refusal
to purchase the exiting members interest for the agreed purchase price. If there are more than one
current remaining members, remaining members may combine funds to purchase the exiting members
interest. Exiting member must show that potential purchaser has full certified funds, or the ability to get
full certified funds before the first right of refusal period starts. Current members have ___ days to buy
exiting members interest if they so desire.
(c) Pursuant to the applicable law, current members may unanimously approve the sale of exiting
members’ interests to grant full membership benefits and functionality to the new member. The current
remaining members must unanimously approve the sale, or the purchaser or assignee will have no
right to participate in the management of the business, affairs of the Company, or member voting rights.
The purchaser or assignee shall only be entitled to receive the share of the profits or other
compensation by way of income and the return of contributions to which that Member would otherwise
be entitled. Exiting member must disclose to buyer or assignee if current members will not approve the
sale.
8.2 VALUATION OF EXITING MEMBERS INTEREST. If a Member wants to exit the LLC, and does not
have a buyer of its membership interest, exiting member will assign its interest to current members according
to the following set forth procedures:
(a) A value must be placed upon this membership interest before assigned.
(b) If exiting member and current members do not agree on the value of this membership interest,
exiting member must pay for a certified appraiser to appraise the LLC company value, and the exiting
members’ value will be assigned a value according to the exiting members’ interest percentage.
(c) The current members must approve the certified appraiser used by exiting member. Current
members have ___ days to approve the exiting members certified appraiser. If current members
disapprove the certified appraiser, they must show evidence to support their disapproval of the certified
appraiser as a vendor qualified to make the LLC business appraisal. Current members may not stall the
process by disapproving all certified appraisers.
(d) Upon completion of a certified appraiser placing a value on the LLC, a value will be placed on
exiting members’ interest according to exiting members’ percentage of membership interest.
(e) If current members disagree with the value placed on exiting members’ interest, current members
must pay for a certified appraiser to value the LLC and exiting members’ interest according to the same
terms.
#
#
#
(f) Current members’ appraiser must be completed within ___ days or right of current members to
dispute the value of exiting members interest expires.
(g) Upon completion of current members certified appraiser, the exiting member must approve the
value placed on exiting members’ interest. Exiting member has ___ days to approve this value.
(h) If exiting member does not approve current members’ appraiser value, the value of the LLC will be
determined by adding both parties’ values, then dividing that value in half, then creating the value of the
exiting members’ interest according to the exiting members’ percentage of membership interest.
8.3 DISTRIBUTION OF EXITING MEMBERS INTEREST. Upon determination of exiting members’ interest
value, the value will be a debt of the LLC. The exiting member will only be able to demand payment of this debt
at dissolution of the LLC or the following method:
(a) LLC will make timely payments.
(b) LLC will only be required to make payments towards exiting members’ debt if LLC is profitable and
passed income to current members.
(c) LLC must make a debt payment to exiting member if LLC passed income of 50% of the total
determined value of the exiting members’ interest in one taxable year. (Example: If exiting members’
value was $100,000 and current member(s) received $50,000 taxable income in the taxable year, the
LLC would owe a debt payment to exiting member. If current member(s) only received $90,000 in
passed income, there would be no payment due.)
(d) Debt payment must be at least 10% of the value of the passed income to current LLC members.
(e) LLC must make payment to exiting member within ___ days of the end of the taxable year for the
LLC.
(f) Payment schedule will continue until exiting members debt is paid by LLC.
(g) If LLC dissolves, exiting member will be a regular debtor and payment will follow normal LLC
dissolution payment statutes.
(h) Exiting members’ value of membership interest it assigned current members may NOT accrue
interest.
(i) LLC can pay off amount owed to exiting member at any time if it so desires.
Certificate of Formation
This Company Operating Agreement is entered into and shall become effective as of the Effective Date by and
among the Company and the persons executing this Agreement as Members. It is the Members’ express
intention to create a limited liability company in accordance with applicable law of the State of _____________,
as currently written or subsequently amended or redrafted.
The undersigned hereby agree, acknowledge, and certify that the foregoing operating agreement is adopted
and approved by each Member, the agreement consisting of ____ pages, constitutes, together with Exhibit 1,
Exhibit 2, and Exhibit 3 (if any), the Operating Agreement of
____________________________________________________, adopted by the member as of
______________ _______, 20______.
#
#
#
State of Organization
#
Name of LLC
Month
Day
Year
EXHIBIT 1
Certification of Members
The undersigned hereby agree, acknowledge and certify to adopt this Operating Agreement.
Signed this _____ day of ____________________, 20_____.
_________________________________
Signature
_________________________________
Printed Name
Chief Executive Member ______ Percent
Address: _________________________________
_________________________________
Duties: ____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
_________________________________
Signature
_________________________________
Printed Name
Member ______ Percent
Address: _________________________________
_________________________________
Duties: ____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
Day
Month
Year
Name of Member
%
Member Address
Member's Duties
Name of Member
%
Member Address
Member's Duties
_________________________________
Signature
_________________________________
Printed Name
Member ______ Percent
Address: _________________________________
_________________________________
Duties: ____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
_________________________________
Signature
_________________________________
Printed Name
Member ______ Percent
Address: _________________________________
_________________________________
Duties: ____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
Name of Member
%
Member Address
Member's Duties
Name of Member
%
Member Address
Member's Duties
_________________________________
Signature
_________________________________
Printed Name
Member ______ Percent
Address: _________________________________
_________________________________
Duties: ____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
_________________________________
Signature
_________________________________
Printed Name
Member ______ Percent
Address: _________________________________
_________________________________
Duties: ____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
_________________________________
Signature
_________________________________
Printed Name
Name of Member
%
Member Address
Member's Duties
Name of Member
%
Member Address
Member's Duties
Name of Member
EXHIBIT 2
Capital Contributions
Pursuant to ARTICLE 2, _____________’s initial contribution to the Company capital is stated to be
$______________________. The description and each individual portion of this initial contribution are as
follows:
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
Pursuant to ARTICLE 2, _____________’s initial contribution to the Company capital is stated to be
$______________________. The description and each individual portion of this initial contribution are as
follows:
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
Pursuant to ARTICLE 2, _____________’s initial contribution to the Company capital is stated to be
$______________________. The description and each individual portion of this initial contribution are as
follows:
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
Pursuant to ARTICLE 2, _____________’s initial contribution to the Company capital is stated to be
$______________________. The description and each individual portion of this initial contribution are as
follows:
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
Name of Member
Total Amount of Member's Contribution
Description of Contribution
Portion of Total Contribution
Name of Member
Total Amount of Member's Contribution
Description of Contribution
Name of Member
Total Amount of Member's Contribution
Description of Contribution
Name of Member
Total Amount of Member's Contribution
Description of Contribution
Portion of Total Contribution
Portion of Total Contribution
Portion of Total Contribution
Pursuant to ARTICLE 2, _____________’s initial contribution to the Company capital is stated to be
$______________________. The description and each individual portion of this initial contribution are as
follows:
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
Pursuant to ARTICLE 2, _____________’s initial contribution to the Company capital is stated to be
$______________________. The description and each individual portion of this initial contribution are as
follows:
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
__________________________________________________________ $______________
EXHIBIT 3
Officers
The Officers of _____________________, as of _____________ ______, 20___, are as follows:
Officer Name Officer Title
___________________________________ President
___________________________________ Chief Financial Officer
___________________________________ Secretary
___________________________________ Treasurer
___________________________________ ___________________________________
___________________________________ ___________________________________
___________________________________ ___________________________________
___________________________________ ___________________________________
Name of Member
Total Amount of Member's Contribution
Description of Contribution
Portion of Total Contribution
Name of Member
Total Amount of Member's Contribution
Description of Contribution
Name of LLC
Month of Execution
Day
Year
Name of Officer
Name of Officer
Name of Officer
Name of Officer
Name of Officer
Officer Title
Name of Officer
Officer Title
Name of Officer
Officer Title
Name of Officer
Officer Title
Portion of Total Contribution
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