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
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.
The name of the Company will be .
The principal executive office of the Company will be at , North Carolina . The Sole Member may change the principal executive office of the Company.
, 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.
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
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
The Sole Member will manage the Company.
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.
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
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.
The Company will distribute any and all cash resulting from Company operations to the Sole Member, how and when the Sole Member decides.
The Sole Member Will Manage
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.
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
The Company will hold all real and personal property in its own name.
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
Books of Account
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.
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 .
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:
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
a current copy of the Articles
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
signed copies of this agreement and any amendments
copies of any powers of attorney under which the Articles or any amendments were signed
financial statements of the Company, if any, for the six most recent fiscal years
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
Transfer to Trust
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.
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
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
The Company will dissolve when any of the following happen:
The Sole Member decides to dissolve the Company.
The Company sells or otherwise disposes of substantially all its assets.
The Company has no Sole Member for 90 consecutive calendar days.
A court decrees dissolution under the North Carolina Act section 57D-6-02.
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:
first to pay the expenses of liquidation
then to repay outstanding loans to the Sole Member
then to the Sole Member
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
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.
This agreement may be altered, amended, or repealed only by a writing signed by the Sole Member.
No Third Party Beneficiaries
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