MULTI-MEMBER LLC OPERATING AGREEMENT (free starting point from formationlane.com)

This Operating Agreement is made on [DATE] by the members listed in Schedule A (the "Members") of [LLC NAME] (the "Company"), a [STATE] limited liability company.

1. FORMATION. The Company was formed by filing [Articles of Organization / Certificate of Formation] with the [STATE FILING OFFICE] on [FILING DATE]. Principal office: [ADDRESS].

2. PURPOSE. The Company may carry on any lawful business.

3. OWNERSHIP. Each Member owns the percentage shown in Schedule A.

4. MANAGEMENT. The Company is [member-managed: all Members manage it / manager-managed by [MANAGER NAME]]. Everyday decisions need approval from Members holding more than 50% of the ownership. These need approval from all Members: admitting a new member, selling most of the Company's assets, taking on debt over $[AMOUNT], amending this Agreement, and dissolving the Company.

5. MONEY IN. Each Member contributed what Schedule A shows. No Member must contribute more unless all Members agree in writing.

6. PROFITS, LOSSES, AND DISTRIBUTIONS. Profits and losses are shared by ownership percentage. Distributions are made when Members holding more than 50% approve and the Company can still pay its debts as they come due.

7. TAXES. The Company will be taxed as [a partnership (the IRS default for two or more owners) / an S corporation]. [NAME] is the partnership representative who deals with the IRS for the Company. The tax year is the calendar year.

8. RECORDS AND BANKING. The Company keeps its own bank account and books. Every Member may see the books.

9. LEAVING AND TRANSFERS. A Member may not sell or give away their share without first offering it to the Company and the other Members on the same terms (right of first refusal). If a Member dies, becomes disabled, or wants out, the other Members may buy the share at a price set by [an agreed formula / an independent appraiser].

10. DISAGREEMENTS. Members will first try to settle disputes by talking, then by mediation in [CITY, STATE], before going to court.

11. CLOSING THE COMPANY. The Company ends if all Members agree in writing. Debts are paid first, then anything left is paid out by ownership percentage.

12. CHANGES. This Agreement can be changed only in writing signed by all Members.

13. GOVERNING LAW. The laws of [STATE] apply.

Signed:
______________________  [MEMBER 1]   Date: ______
______________________  [MEMBER 2]   Date: ______

SCHEDULE A
Member name | Address | Contribution | Ownership %
[MEMBER 1]  |         |              |   %
[MEMBER 2]  |         |              |   %