This operating agreement is for a limited liability company (LLC) in the State of Nevada.

Operating Agreement for {{company.name}}

Article I: Company Formation

1.1 Name of the Company

The name of the Limited Liability Company (“Company”) is {{company.name}}.

1.2 Formation

The Company was formed on {{company.formation_date}} pursuant to the laws of the State of Nevada by filing the Articles of Organization with the Nevada Secretary of State.

1.3 Principal Place of Business

The principal office of the Company is located at {{company.address}}.

1.4 Registered Agent

The Company’s registered agent in Nevada is {{registered_agent.name}}, located at {{registered_agent.address}}.

1.5 Purpose

The purpose of the Company is to engage in any lawful business permitted under the laws of the State of Nevada.

Article II: Members

2.1 Initial Members

The following persons or entities are the initial members of the Company:

2.2 Additional Members

Additional members may be admitted with the unanimous consent of all existing members.

2.3 Membership Interests

Each member’s interest in the Company, including the allocation of profits and losses, shall be based on their Membership Percentage.

Article III: Management

3.1 Manager-Managed Company

The Company shall be managed by {{ manager_name }}, who shall serve as the Manager.

3.2 Powers of the Manager

The Manager is authorized to:

• Oversee the day-to-day operations of the Company.
• Enter into contracts and agreements on behalf of the Company.
• Hire, terminate, and supervise employees.

3.3 Limitations on the Manager

The Manager shall not take the following actions without the unanimous consent of the members:

• Amend the Operating Agreement.
• Admit new members.
• Merge or dissolve the Company.

Article IV: Finances

4.1 Capital Contributions

Members are required to contribute the amounts specified in Section 2.1. No additional contributions are required unless unanimously agreed upon.

4.2 Allocation of Profits and Losses

Profits and losses shall be allocated to members based on their Membership Percentages.

4.3 Distributions

Distributions shall be made to members at such times and in such amounts as determined by the Manager, subject to applicable law and the Company’s financial condition.

Article V: Meetings

5.1 Annual Meetings

An annual meeting of the members shall be held at the principal office of the Company or another agreed-upon location.

5.2 Quorum and Voting

A quorum for meetings requires the presence of members holding a majority of the Membership Percentages. Decisions require a majority vote unless otherwise specified in this Agreement.

Article VI: Indemnification and Liability

6.1 Indemnification

The Company shall indemnify and hold harmless the Manager and members from any claims or liabilities arising from their actions in good faith on behalf of the Company.

6.2 Liability

No member shall be personally liable for the debts or obligations of the Company beyond their capital contribution.

Article VII: Dissolution

7.1 Events of Dissolution

The Company shall dissolve upon the occurrence of any of the following events:

• A unanimous vote of the members.
• The sale or disposition of all Company assets.
• The entry of a decree of judicial dissolution.

7.2 Winding Up

Upon dissolution, the Manager shall wind up the affairs of the Company, liquidate its assets, and distribute the proceeds as follows:

1. To creditors, including members who are creditors.
2. To members in proportion to their positive capital account balances.

Article VIII: Miscellaneous

8.1 Governing Law

This Operating Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

8.2 Amendments

This Agreement may be amended only by a written agreement signed by all members.

8.3 Entire Agreement

This Agreement constitutes the entire agreement of the members and supersedes all prior agreements.

IN WITNESS WHEREOF, the members have executed this Operating Agreement as of the {{ agreement_date }}.