commonform.org / 704005b9702633e6097cb4d1252474ad9e2f7b1dc3790da99c755cbbd754c883
Download .docx Download .json Edit

This form has been published as:

Contents

  1. Articles of Organization
    1. Name
    2. Address
    3. Registered Agent
    4. Business Purposes
    5. Term of Company's Existence
    6. Member as Manager
  2. Capitalization
  3. Limited Liability
  4. Allocations and Distributions
    1. Allocations
    2. Distributions
  5. Management
    1. The Sole Member Will Manage
    2. Officers
    3. Title to Asserts
    4. Banking
  6. Accounts and Records
    1. Books of Account
    2. Accounting
    3. Records
  7. Restrictions on Transfer of Membership Interest
    1. Transfer to Trust
    2. No Transfer
  8. Death of Sole Member
  9. Dissolution and Winding Up
    1. Dissolution
    2. Winding Up
  10. General
    1. Entire Agreement
    2. Governing Law; Severability
    3. Amendment
    4. No Third Party Beneficiaries
  11. Contribution to Capital
  12. Articles

Published: 0a1930be6a3619c8a4b348558fff00cb971955aa50a4941c94b68e52c57e7091This operating agreement is made as of by , the Sole Member. The Sole Member declares the following to be the operating agreement of a limited liability company (the Company) organized under the North Carolina Limited Liability Company Act (the Act).

Articles of Organization

dddf7a6bd01788d8507d9078fccacc223e0a0fa515351563f191f20dc782d2f4

Promptly after signing this agreement, the Sole Member will file the articles of organization attached as Articles (the Articles) with the North Carolina Secretary of State.

Name

53238ece4c427d7562c5fbf9f4404b03a55709a7d85fecda3f10d5d639a7f73f

The name of the Company will be .

Address

4ddcdb2e5f1479813d0ff9ab97b686bcd41d4656dd5b44c9cd10ff2a2b25ed14

The principal executive office of the Company will be at , North Carolina . The Sole Member may change the principal executive office of the Company.

Registered Agent

91df12d7437ff6158b6e461fe953068d044035f26d69329e031517c66c4f1a78

, whose address is , North Carolina , will serve as the Company's initial agent for services of process. The Sole Member may change the Company's agent for service of process.

Business Purposes

cda2243ce7fbcd8c0828b713b8d968ece2e482679a0dbdbb1f81b9177754674c

The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

Term of Company's Existence

eb81f101ea45c16ca5e8c986dc3336565a5ebbe5b94f7e2c20e697154898baf7

The Company will exist from the date the Sole Member files the Articles with the North Carolina Secretary of State until the Company's existing is terminated by the provisions of this agreement or the Act.

Member as Manager

806998597bf460df3903c17ed023e9630ce32b4b105504de92475e99dcea1777

The Sole Member will manage the Company.

Capitalization

692004d12ebd3524460c447c4aa5f5f2dcfa43c70dd9ce0ffb412d8bff144712

The Sole Member hereby contributes the money and property listed in Contribution to Capital to the capital of the Company. The Sole Member may contribute more cash or property to the Company in the future.

Limited Liability

188ba92a23643c46710c416478b168fa77ea2e32991f92b55a5682a980c8776a

The Sole Member will not be bound by or personally liable for any expenses, liabilities, or obligations of the Company, except as required by the Act.

Allocations and Distributions

8ba0a592169bb9b430a15c2ad5d64a05ad0f61620113fac8fc742020b4f05976

Allocations

45ae69f44805f754697d81184ff99da45a5ace9ef4bf2156e1aa6c3ce685d892

If anyone transfers a membership interest, or part of any interest, all profits, losses, and other items attributable to the membership interest for that fiscal year will be divided and allocated between the transferor and the transferee by taking into account their varying membership interests during the period per Internal Revenue Code section 706(d), using any legal convention selected by the Sole Member. The Company will make all related distributions on or before the date of the transfer to the transferor, and all distributions after to the transferee. Solely for purposes of making the allocations and distributions, the Company will recognize the transfer no later than at the end of the calendar month during which the transfer occurs. Neither the Company nor the Sole Member will incur any liability for making allocations and distributions per Allocations.

Distributions

4a827596f89bfd3ac3e2aafcbf8378d385a10be93c9945a452612c552aa66dfc

The Company will distribute any and all cash resulting from Company operations to the Sole Member, how and when the Sole Member decides.

Management

43b4dc9de15ab01926e6d03cb230a5ef8aca71f68b4cf6fac5c0ca02544349af

The Sole Member Will Manage

1f31ffa857bacc7898a0053fb94700e603f9dfd031fe63de8accc00be06eb4c7

The Sole Member will manage the business of the Company. The Sole Member may appoint one or more nonmembers as comanagers. The Sole Member may resign as manager at any time and appoint a nonmember manager of the Company on terms agreed by the Sole Member and the new manager.

Officers

44227827419e1143121f6247b8933a2bd6aa38261725056afe105f76d74bd13a

The Company may have a President who may, but need not, be the Sole Member. The Sole Member may appoint additional officers of the Company and decide their powers, duties, and compensation.

Title to Asserts

4bb0fb4724884db05b3e7758d8677eb0c68af3d81a9ab469fca5e3a2ebd3327d

The Company will hold all real and personal property in its own name.

Banking

bbb0bb18b9ce34850629297f67578277618ddb5e63338a7a7c5419617ba57607

The Company will deposit its funds in one or more accounts in the name of the Company with recognized financial institutions, as decided by the Sole Member. Withdrawal from those accounts will require the signature of the person or people designated by the Sole Member.

Accounts and Records

bb9345b7608e5bdf6a79e03d56711180bf1bd041e4afcec0ad7b76efe805d2ce

Books of Account

b8626cfb13531e6ee8d5e5ee69de102327e017fcdc1300b045800d72dd7e18ee

The Company will keep complete accounting books of the Company's business, that fully and accurately record each Company transaction. The Company will keep its accounting books at the Company's principal executive office.

Accounting

1eb031edda4a4e4272c7fab12fbed9c94623d18f42ecde87195c47ad9d4f7ac8

The Company will use the cash method of accounting. The Company will prepare a balance sheet and income statement of the Company after the close of each fiscal year sufficient for the Company's business and for carrying out the provisions of this agreement. The fiscal year of the Company will be .

Records

bb5d7a6400d9e8348c0426f748c5834dde66094213ff06162e2d49d2a94266be

While the Company exists, and beyond that if the Sole Member decides necessary, the Company will keep the accounting books mentioned in Books of Account, plus:

421c2ad5e0d0a3fd9a2939ef5843155ecb6e7f6d6864b50a6078568f25c06df5

a current list of the full name and last known business or residence address of the Sole Member, together with the capital contributions and the share in profits and losses of the Sole Member

eee01c7df3b75ea7eaa777542ca9d937237802391a4a0098550ff93bda216db7

a current copy of the Articles

3c195ffe792b3420b4896f301621264015f4e1636bb3605d8ba21a188020c719

copies of the Company's federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years

08d4699aa75f1acd3a49650184e9c8ca535cd90e992a2e4828883f0a24f874a0

signed copies of this agreement and any amendments

13cc1f81c1d53e244a34fc67e892841f70dd2719bbe8fad1993747a030c67dcb

copies of any powers of attorney under which the Articles or any amendments were signed

a27d129bf690f363d813c325a8059a85a6894dc05b2655bcfbdaff3e026cfe61

financial statements of the Company, if any, for the six most recent fiscal years

1579fa389ad5a5ea285ca62403618631d647c5b2ec94a91d457374bf0651e151

the books and records of the Company as they relate to the Company's internal affairs for the current and past four fiscal years

Restrictions on Transfer of Membership Interest

19e6591cb5e5f3479f8714b4fe447a1c8d56bf8dc6b494434b68fcea4ca96621

Transfer to Trust

08c46e458efe86127f81497f33dc533649a7b97aaabcc25d5de38be02bd55258

The Sole Member may transfer all or any portion of their membership interest to any revocable trust created for the benefit of the Sole Member or any combination of the Sole Member, the Sole Member's spouse or domestic partner, and the Sole Member's descendants. A transfer of the Sole Member's entire beneficial interest in the trust will be deemed a transfer of the Sole Member's membership interest in the Company.

No Transfer

f876835ac1f451bad10e3ee23eaa1f380b18b4408b1672404d16c74a4cce9b4e

Subject to Transfer to Trust, the Sole Member will not transfer any part of the Sole Member's membership interest in the Company.

Death of Sole Member

cf68afca51615701ec5201926feaa2d610cc26e6ceea5652965ffa55ef718f71

On the death of a natural person who is the Sole Member of the Company, the status of the Sole Member, including a membership interest, may pass to the Sole Member's heirs, successors, and assigns by will or by law. Any heir, successor, or assign of the Sole Member's interest will become a substituted Sole Member without making a capital contribution, subject to administration required by law, without the permission or consent of the heirs, successors, or assigns or those administering the estate of the deceased Sole Member.

Dissolution and Winding Up

33e526ad1746b0515e14963d281550d89ebccbd44ff755d63593423be36f323b

Dissolution

99acb10541ec22d1905ca48f4999f74211669ccd76025ff4339a5ea3be5861d7

The Company will dissolve when any of the following happen:

90af2c0992f462a7191f95894a6408f4226376d5744664005c7eb72b79367cc8

The Sole Member decides to dissolve the Company.

1593703ba20d958c3b55a95f76225f4edf4b47861c76ffa6f577cff95d01e0b1

The Company sells or otherwise disposes of substantially all its assets.

f5221c883a19f5beecc93d3a384d12c67c5e1aac8be925e33ae0a014f9eb47a5

The Company has no Sole Member for 90 consecutive calendar days.

46652732f1dfc6a9fdde0283e04116bce2d6c375905d2f2f9e2e38852e993ead

A court decrees dissolution under the North Carolina Act section 57D-6-02.

Winding Up

64ec8616f5f9e73c27450c73cbe2a8d4161cde7302318c0754bdfe3a0f6c55a7

On dissolution of the Company, the Company will engage only in the business necessary to wind up its business and affairs. The Sole Member will wind up the affairs of the Company and give written notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company, other than debts to the Sole Member, the Sole Member will distribute or apply the assets of the Company in the following order of priority:

760a6beeb04d013c0262e26cc60197cfc37c43bcd65a3d34dfb040522e74c139

first to pay the expenses of liquidation

f4f6694ab4000cf8ce0f36e5340f597744541ae86cd0452a7aa58787e8143cc1

then to repay outstanding loans to the Sole Member

8679e099cd72dc87ee81373cf7575f44b7f9af6877af6544039a0a0ad1208edb

then to the Sole Member

General

2a7f101174bcc1656c41804e20f0739a07b4c1df55dd1f30eb2b143e415b1109

Entire Agreement

5c7f0bcd44740ec9f302da76b561181246f99bcfd728cd11285e110e849ce644

The Sole Member intends the terms of this agreement as the final, complete, and only expression of agreement about the formation and governance of the Company.

Governing Law; Severability

6cd3cb3cfa7b934bf215e5be4e982213d293e8b86f0c7d1b5975ce19d9cc0b51

This agreement will be construed and enforced under the laws of the state of North Carolina. If any provision of this agreement is determined by any court of competent jurisdiction or duly authorized arbitrator(s) to be invalid, illegal, or unenforceable to any extent, that provision will, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid that invalidity, illegality, or unenforceability or, if that is not possible, that provision will, to the extent of that invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this agreement will remain in effect.

Amendment

f38019f263af0151e0ede0653a5008c36d43fabe85649e38cd64d24de25677f8

This agreement may be altered, amended, or repealed only by a writing signed by the Sole Member.

No Third Party Beneficiaries

5a0446a7e932583a3a2be925968a037c58aa29eeb62283af258b7005b569c218

This agreement is made only for the benefit of the Sole Member and the Sole Member's permitted successors and assigns. No other person or entity will have any rights under this agreement.

Contribution to Capital

19efad05688d4f1eaa3af1af4cb2ae5c56fbe6ab4b8bf64c0429201c39cdb0b5

See attached.

Articles

19efad05688d4f1eaa3af1af4cb2ae5c56fbe6ab4b8bf64c0429201c39cdb0b5

See attached.