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Multi-Member LLC 
Operating Agreement 

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Prepared for: 
[Company 2] 
[Company 3

Prepared by:
[Company 1]

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Multi-Member LLC Operating Agreement 

This Multi-Member LLC Operating Agreement (hereinafter referred to as the 'Agreement') is made and shall be effective from [Effective Date] (hereinafter referred to as the 'Effective Date')

 by and among

[Company 1 Name], [Company 2 Name] and [Company 3 Name] (hereinafter referred to as "Members).

Terms and Conditions

1. Formation

Effective [Date], the Members form a limited liability company under the name [Company Name], L.L.C. (hereinafter referred to as the "Company") on the terms and conditions in this Operating Agreement (the "Agreement") and pursuant to [State Law] of the State. The Members agree to file with the appropriate agency within the State of [State] charged with processing and maintaining such records all documentation required for the formation of the Company. 

2. Name

The business of the Company will be conducted under the name [Company Name], L.L.C., or such other name upon which the Members unanimously agree.

3. Purpose

The purpose of the Company is [Define Purpose] and to engage in the [Activity], to satisfy the purpose, for which a Limited Liability Company is formed, without violating any law within the State of [State].

4. Office

The Company will maintain its principal business office within the State of [State] at the following address:

[Address]

5. Term

The term of the Company commences on [Date] and shall continue perpetually unless terminated as provided in this Agreement.

6. Capital Contributions

Initial Contributions: The Members initially shall contribute to the Company capital as described in this Agreement. 
Additional Contributions: No Member shall be obligated to make any additional contribution to the Company's capital without the prior unanimous written consent of the Members. 
Interest on Capital: Members are not entitled to interest or other compensation for or on account of their capital contributions to the Company except to the extent, if any, expressly provided in this Agreement.

7. Idemnification

The Company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a Member of the Company, Manager, employee or agent of the Company, or is or was serving at the request of the Company, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Members determine that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of "no lo Contendere" or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful.

8. Salaries, Reimbursement, and Payments.

Organization Expenses: All expenses incurred in connection with the organization of the Company will be paid by the Company. 
Salary: No salary will be paid to a Member for the performance of his or her duties under this Agreement unless the salary has been approved in writing by a majority of the Members. 
Legal and Accounting Services: The Company may obtain legal and accounting services to the extent reasonably necessary for the conduct of the Company's business.

9. Arbitration

In the event of any dispute arising in and out of this Contract between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators, which shall be appointed by [Party(s) Name]. The place of Arbitration shall be [Place of Arbitration] and Seat shall be [State]. The Arbitrators’ decision shall be final and will be binding upon both Parties.

10. Miscellaneous

Amendments: Amendments to this Agreement may be proposed by any Member. A proposed amendment will be adopted and become effective as an amendment only on the written approval of all of the Members. 
Governing Law: The Agreement herein shall be governed by and construed with the jurisdiction laws of the state of [State]. 
Entire Agreement: This Agreement constitutes the entire understanding and agreement between the Members with respect to the subject matter of this Agreement. No agreements, understandings, restrictions, representations, or warranties exist between or among the members other than those in this Agreement or referred to or provided for in this Agreement. 
Attorney Fees: In the event of any suit or action to enforce or interpret any provision of this Agreement (or that is based on this Agreement), the prevailing party is entitled to recover, in addition to other costs, reasonable attorney fees in connection with the suit, action, or arbitration, and in any appeals. The determination of who is the prevailing party and the number of reasonable attorney fees to be paid to the prevailing party will be decided by the court or courts, including any appellate courts, in which the matter is tried, heard, or decided.

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Acceptance and Signature

In witness whereof, the acceptance and signature abiding the aforementioned information is as below.

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

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