LLC OPERATING AGREEMENT - FORM INSTRUCTIONS

(THIS FORM IS FOR THE STATE OF TEXAS ONLY)

BE READY WITH THE DATA IN  RED  BEFORE YOU PURCHASE THIS PRODUCT
THIS IS A SAMPLE FORM EXACTLY AS THE REAL ONE WHERE YOU CAN SIMULATE YOUR CASE
IT IS VERY IMPORTANT YOU HAVE ALL REQUIRED DATA BEFORE MAKE A PAYMENT
(The data in this form will not be submitted, its purpose is to help you be prepared with the required data)


Fields in red are required

1).- What is the name of your Company:
You don't need to add LLC, because the form will identify that the entity is a Limited Liability Company.
1a).- Your Email:

2).- Would you like a general definitions page that defines general terms in the agreement? If you choose yes, the system will place a definitions section in the agreement, if you choose no, the definition section will be omitted from the agreement. The Definition section will explain some terms that are used in the agreement. WE SUGGGEST THAT YOU INCLUDE THE DEFINITION SECTION. ESPECIALLY IF YOU ARE DOING BUSINESS WITH OTHERS.
See sample here

2a).- Yes No
DEFINITIONS

"Additional Member" means any person or entity admitted as a Member pursuant to Section 2.8 of this Agreement.

"Affiliate" means any individual, partnership, corporation, limited liability company, trust, or other Entity or association, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with a Member. The term "control" means, with respect to a corporation, the right to exercise, directly or indirectly, more than 50 percent of the voting rights attributable to the controlled corporation, and, with respect to any individual, partnership, trust, other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled Entity.

"Agreement" means this Company Agreement, as originally executed and as amended from time to time.

"Available Cash" of the Company means all cash funds of the Company on hand from time to time (other than cash funds obtained as contributions to the capital of the Company by the Members and cash funds obtained from loans to the Company) after (i) payment of all operating expenses of the Company as of that time, (ii) provision for payment of all outstanding and unpaid current obligations of the Company as of that time, and (iii) provision for a working capital reserve in accordance with Section 6.2, below.

"Bankruptcy" means, and a Member is deemed a "Bankrupt Member" on, (i) the filing by a Member of a voluntary case under any applicable Debtor Relief Law now or hereafter in effect (i) the entry of a decree or order for relief against the member by a court of competent jurisdiction in any involuntary or voluntary case brought against the Member under any bankruptcy, insolvency, or other similar law (collectively, "Debtor Relief Laws") generally affecting the rights of creditors and relief of debtors now or hereafter in effect, (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar agent under applicable Debtor Relief Laws for the Member or for any substantial part of its assets or property, (iii) the ordering of the winding up or liquidation of the Member's affairs, (iv) the filing of a petition in any such involuntary bankruptcy case that remains undismissed or suspended.

"Capital Account" means the individual accounts established and maintained pursuant to Section 2.6(b) of this Agreement.

"Capital Contribution" means the total value of cash and agreed fair market value of property contributed and agreed to be contributed to the Company by each Member, as shown in Exhibit A, as may be amended from time to time.

"Code" means the Texas Business Organizations Code, as it may be amended from time to time.

"Company" refers to [COMPANY NAME HERE]

"Entity" means any association, corporation, general partnership, limited partnership, limited liability partnership, limited liability company, joint stock association, joint venture, firm, trust, business trust, cooperative, and foreign associations of like structure.

"Interest" in the Company means the entire ownership interest of a Member in the Company at any particular time, including the right of the Member to any and all benefits and obligations to which a Member may be entitled as provided in this Agreement and under the Code. Also includes the percentage interest identified in Exhibit A.

"Person" includes an individual, partnership, limited partnership, limited liability partnership, limited liability company, foreign limited liability company, trust, estate, corporation, custodian, trustee, executor, administrator, nominee or entity in a representative capacity.

"Principal Office" means the office of the Agent as shown in the certificate of formation, or the other address as may be established pursuant to the terms if this Agreement or agreed upon by the Members.

"Substitute Member" means any person or Entity who or which is admitted into Membership on the written consent of all Members pursuant to Section 6.4 of this Agreement.

"Termination Event" means the death, retirement, resignation, bankruptcy or termination of a Member, or the occurrence of any other event which terminates the continued membership of a Member in the Company.

Close

3).- Would you like to state a specific purpose for the Company? If the answer is NO, the agreement will have the general purpose as stated in the Texas Business and Organization Code. The general statement will read as follows: "The purpose for which the Company is organized is any lawful purpose which may be undertaken by the company in accordance with the applicable provisions of the Texas Business Organizations Code"

3a).- Yes No

4).- How many Members will the Company Have.

# Name Street # Street Name City State ZIP Capital Contribution
Leave blank or Enter 0 if you are NOT required for Capital Contribution. For numbers do not use comas.
% Interest
in the Company
How much interest in the Company does this member own in the Company. PLEASE NOTE THAT ALL THE INTEREST BETWEEN THE MEMBERS MUST BE EQUAL TO 100% OWNERSHIP OF THE COMPANY.
4a).- If members are going to provide capital contributions, how many days from the execution of the agreement will each member have to provide that capital contributions. NOTE Capital contributions are not required by the Code. Capital contributions are only required if the members require them. If you are not requiring Capital Contributions, enter 0.
4b).- Would you like to create certificates to represent the membership interests of each member. Yes No
*** NOTE: Certificates are not necessary to represent or document a person's interest. In the event you choose Yes to this section, the system will add a statement that states that you will create certificates to represent a person's interest in the Company. ALSO NOTE that the system will not create certificates, this is something that you will have to do on your own.
5).- As it relates to voting on Company actions, will you allow votes by proxy. Yes No
Generally speaking, a proxy is a statement or written authorization for another person or entity in act or vote for that particular member.
5a).- How long do you want a proxy to remain in effect, if not stated in the proxy signed by the Member. In terms of months.
6).- As it relates to meeting of the members to discuss the governance of the Company, how many days notice to the members should be provided prior to the date of the meeting.
6a).- In event that the notice is sent by mail, how many days prior to the meeting should the notice be mailed.
6b).- Would you like for members to have the ability to object to the time and place of a meeting? Yes No
6b1).- How many days before the meeting can the member object.
6c).- Would you like to have language that discusses quorums in meetings? A quorum represents at 51 percent of the total votes of all Members entitled to vote at the meeting constitutes a quorum. Yes No
7).- Would you like a section in the agreement that discusses Major Decisions that would require unanimous consent?. MAJOR DECISIONS for the terms of this agreement will be the following: The Major Decisions include (i) the sale of all or substantially all assets of the Company, (ii) mortgage or encumbrance on all or substantially all assets of the Company, (iii) any matter which could result in a change in the amount or character of the Company's contributions to capital, (iv) borrowing or lending of money, or (v) contravene this Agreement. Yes No
8).- In reference to financial data needed for the Company's annual tax returns, how many days after the fiscal year should each member turn in all information needed in order for the Company to prepare its tax returns. Knowing the type of business you will have, how much time will you require each member in possession of financial data needed for reports, to provide that information to the Company or its agent for the preparation of income tax or other reports.
9).- In the event of the death, resignation of a member, would you like for the company to terminate, or would you like for the remaining members to purchase the interest of the terminated member, or the Company to purchase the interest of the former member.
9a).- In the event that a member resigns or is terminated by either death or bankruptcy of that particular member, how many days would you like for the Company to have to execise its rights to purchase the interest upon receiving notice from that member or that member's representative.
NOTE: If you choose a certain amount of time, we recommend giving the Company at least 90 days, but you can provide the length of time that you would like. Reason that we recommend that you provide enough time, because depending on the type of business, you may have to get the business appraised or valued, so that you can calculate a fair amount.
9a1).- How many days after receiving notice of the Company's intent to purchase the former member interest, should the transaction close.
Close transaction, Means - All documents executed by the parties to the Transaction, and the purchase price and terms are met by the Company to acquire the terminated member's interest.
9b).- In the event that the Company chooses not to acquire the interest of a former member, or fails to close the transaction, how many days notice would you like for any interested member to inform the Company of its intent to acquire the interest of any former member.
9c).- How many days would you like for the interested member to have in order to close the transaction to purchase the former member's interest.
Close means - All documents executed by the parties to the Transaction, and the purchase price and terms are met by the member who is acquiring the terminated member's interest.
NOTE: If you choose a certain amount of time, we recommend giving the Members at least 90 days, but you can provide the length of time that you would like. Reason that we recommend that you provide enough time, because depending on the type of business, you may have to get the business appraised or valued, so that you can calculate a fair amount.
9d).- In the event that an event causes a member of the Company to become a former member (Death, Bankruptcy, Decision to be apart of the Company) how many months do you wish for the Company or other interested party to purchases the former members interest in the event the Company or interested party elects to pay off that member's interest in installments. (IE. 24 months)..
NOTE: This section requires the individual(s) drafting this document to determine in the event that the Company had to purchase another member's interests, if the company elects to enter into an installment agreement with that former member or his or her representative, how many months or installments would you like.
10).- Would you like to add an indemnification clause in the operating agreement. Generally speaking, an indemnification clause or section discusses that in the event a member gets sued or his held liable for his or her actions while operating as member for the benefit of the Company, the Company will reimburse him or her for all reasonable expenses for that person or entity being named as a Defendant or liable person. Yes No
10a).- Would you like to add a time limit, for example a number of days, that a person has to provide notice to the Company, to invoke the indemnification clause. Yes No
10a1).- How many days:
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Yes I have all the required data