I. Preamble

A. Purpose of the Agreement

B. Effective Date

II. Definitions

A. Defining the Parties Involved

B. Defining the Business

III. Management of the Business

A. Responsibilities of Each Member

B. Voting Rules

C. Distribution of Profits

IV. Finances

A. Capital Contributions

B. Financial Records

C. Loans and Credit

V. Dissolution

A. Events of Dissolution

B. Distribution of Assets

C. Winding Up Process

VI. General Provisions

A. Amendments

B. Notices

C. Dispute Resolution

D. Representations and Warranties

E. Governing Law

write a full operating agreement based on the outline above

OPERATING AGREEMENT

This Operating Agreement (the “Agreement”) is made and entered into as of [EFFECTIVE DATE], by and between [PARTY 1 NAME], and [PARTY 2 NAME] (each a “Member” and together the “Members”). The Members are entering into this Agreement for the purpose of forming a business entity, [BUSINESS NAME] (the “Company”).

I. DEFINITIONS

A. The Parties Involved

1. For purposes of this Agreement, “Parties” shall mean and include the Members and the Company.
2. The Members shall mean and include the individuals, corporations, or other entities that are named as Members in this Agreement.

B. The Business

1. For purposes of this Agreement, the term “Business” shall mean and include [BUSINESS DESCRIPTION].

II. MANAGEMENT OF THE BUSINESS

A. Responsibilities of Each Member

1. The Members shall be responsible for the day-to-day management of the Business.
2. Each Member shall have an equal and undivided interest in the management of the Business and each shall be entitled to one vote on any matter concerning the Business.

B. Voting Rules

1. Any decision concerning the Business shall be made by majority vote.
2. In the event of a tie vote, the decision shall be made by the Member with the most ownership interest in the Company.

C. Distribution of Profits

1. All profits and losses arising from the Business shall be allocated on a pro rata basis among the Members.

III. FINANCES

A. Capital Contributions

1. Each Member shall make an initial capital contribution of [AMOUNT] to the Company.
2. The Company may receive additional capital contributions from any Member at any time.
3. Any capital contributions to the Company shall be used solely for the purposes of the Business.

B. Financial Records

1. The Members shall maintain accurate financial records for the Business.
2. The Members shall make such records available for inspection upon request.

C. Loans and Credit

1. The Company may borrow funds from any source as approved by the Members.
2. No Member shall be obligated to personally guarantee any loan or credit extended to the Company.

IV. DISSOLUTION

A. Events of Dissolution

1. The Company shall be dissolved upon the occurrence of any of the following events:

a. The unanimous written consent of the Members;

b. The death, incapacity, or bankruptcy of any Member; or

c. The expiration of the stated term of the Company.

B. Distribution of Assets

1. Upon the dissolution of the Company, all of the Company’s assets shall be distributed among the Members in proportion to their respective ownership interests in the Company.

C. Winding Up Process

1. Upon the dissolution of the Company, the Members shall take all necessary steps to wind up the affairs of the Company.

V. GENERAL PROVISIONS

A. Amendments

1. This Agreement may be amended by the written consent of all of the Members.

B. Notices

1. Any notices required to be given to any Member under this Agreement shall be provided in writing and delivered by mail or email to the address or email address of such Member as set forth in Section II of this Agreement.

C. Dispute Resolution

1. In the event of any dispute between the Members arising out of or relating to this Agreement, the Parties shall endeavor to resolve such dispute through good faith negotiations.

D. Representations and Warranties

1. Each Member hereby represents and warrants that he or she is duly authorized to enter into this Agreement.

E. Governing Law

1. This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE].

IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first above written.

[PARTY 1]

[PARTY 2]