Nevada OperatingAgreement -LLC
This Special – Purpose Limited Liability
Company Agreement of (Company name) (the
“Agreement”) is entered into by Mr. (Manager) on behalf of (Member) as Initial Member (the “Initial Member”).
The Initial Member hereby forms a limited
liability company pursuant to and in accordance with the Nevada Limited Liability
Company Act (7 Nev. C section 86.011), et seq. (the “Act”), and
1.Name. The name of the limited liability company incorporated hereby is (Company name) (the “Company”).
Purposes and Powers. The purposes of the Company shall be to engage
in any lawful act of activity for which limited liability companies may be
incorporated under the Act, including the opening of correspondent and other types
of account with financial and other institutions, including but not limited
to commercial and private banks, building societies, insurance companies,
investment banks and saving banks, opening of accounts for individual and
legal persons, charging interest on balance of accounts, purchasing and selling
of all kinds of currencies, realizing of documentary operations, allowance
of credits and accept of deposits. The Company shall have all right, power
and authority to do any and all acts and things necessary, appropriate, advisable
and/or convenient for the furtherance and accomplishment of the purposes of
3.Registered Office and Registered Agent. The registered office of the
Company in the State of Nevada is located at ..NV, and the name of the registered agent of
the Company at such address for service of process in the State of Nevada
is (Registered agent name).
Initial Articles of Organization. Upon the execution and delivery
of this Agreement by all Initial Members, an articles of organisation for
the Company shall be prepared, executed and filed in the office of the Nevada
Secretary of State for the purpose of incorporating the Company as a Nevada limited
liability company under the Act. (Registered agent name) hereby
is authorised to prepare, execute and file such articles of organisation
and, if instructed by the initial member vested under this Agreement with
the right file amendments to and/or restatements of such articles of organisation
and such other certificates and documents with the Nevada Secretary of State
and other filing offices within and without the State of Nevada. Subject to the preceding sentence, for purposes of executing any certificates to
be filed with the Nevada Secretary of State under the Act, (Registered agent name)is
and shall be deemed to be an “authorised person” (as such term is
used in the Act).
5. Initial Members. The business, residence or mailing addresses
of the Initial Members are as listed on Schedule A to this Agreement.
6.Management. Management of the Company shall be vested in its members
in proportion to the then current percentage interest of members in the profits
of the Company owned by all of the members (determined as provided in Section
11 of this Agreement), and the decision of members owning more than fifty
percent (50%) of the said percentage interest in the profits shall be controlling
and, unless otherwise expressly provided in this Agreement, shall be required
for any decision, determination, consent or approval of members under this
Agreement. The members vested under this Agreement with the right to manage
the Company and hereby granted all rights, powers, authority and authorization
necessary, appropriate, advisable and/or convenient to manage the Company
and determine and carry out its affairs.
7. Term. The term of the Company shall commence upon the filing of
the Company’s initial articles of organisation in the Office of the Nevada
Secretary of state as provided in Section 4 above, and shall continue unless
earlier dissolved in accordance with this Section 7,until (insert month, day
and year if desired) (thirty(30) years from the date of such filing). The
Company shall be dissolved, and its affairs shall be wound up upon the expiration
of its term as provided in the immediately preceding sentence, or at such
earlier time upon (a) the written consent of all members to dissolve the Company,
or (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution
of a member or the occurrence of any other event which terminates the continued
membership of a member in the Company, or (c) the entry of a decree of judicial
dissolution with respect to the Company under}18-802 of the Act; provided
however, the Company shall not be dissolved or required to be wound up
upon the occurrence with respect to a member of any event described in Section
7 (b) above if (A) the business of the Company is continued by the consent
of all the remaining members within ninety (90) days after the occurrence
of such event, and (B) at all times during such ninety (90) day period there
are not fewer than two (2) remaining members.
8. Capital Contributions. The members of the Company have contributed
amounts, in cash, and no other property, to the Company as listed on Schedule
A to this Agreement.
9. Additional Contributions. No member of the Company is required
to make any additional capital contribution to the Company.
10. Capital Accounts.
(a)The company will maintain a separate
capital account for each member and each member will be furnished with a statement
of its capital account as of the close of each fiscal year of the Company.
(b)The capital account of each member will
be equal to said member’s cash capital contributions increased by the profits
(as determined for federal income tax purposes of the Agreement, and decreased
by the amount of any cash distributions or the fair market value of any property
distributions made to said member, and decreased by the losses (as determined
for federal income tax purposes) of the Company allocated to said member pursuant
to Section 11 of this Agreement.
(c) No interest will be paid by the Company
to any member on any amount credited to the member’s capital account.
(d) In the event of a transfer of all or
a portion of a member’s limited liability company interest in the Company
pursuant to the provisions of this Agreement, a separate capital of such transfer,
in which will be reflected the portion of the transferring member’s capital
account transferred to the transferee, and the capital account of the transferring
member will be correspondingly adjusted as of such date. In addition, appropriate
adjustments shall also be made to the transferee member’s capital account
if an election under }754 of the Internal Revenue Code of 1986, as amended,
is in effect at the time of the transfer.
11. Allocations of Profit and Losses.
The company’s profits and losses (as determined for federal income tax purposes)
shall be allocated in proportion to the capital account balances of the members
of the Company.
12. Distributions. At the time determined by the members
but at least once during each fiscal year of the Company, the members shall
cause the Company to distribute any cash held by it which is not reasonably
necessary for the operation of the Company. Cash available for distribution
shall be distributed to the members of the Company in the same proportion
as their then capital account balances.
13. Assignments and Substitute Members.
A member of the Company may assign all or any part of his limited liability
company interest in the Company only with the consent of all other members.
A member has no right to grant an assignee of his limited liability company
interest in the Company the right to become a substitute member of the Company.
An assignee of a limited liability company interest in the Company shall be
admitted as a substitute member of the Company with respect to the portion
of the limited liability company interest in the Company assigned to such
assignee in accordance with this Agreement only upon (i) the approval of such
admission by all of the members of the Company other than the member assigning
his limited liability company interest in the Company, and (ii) such assignee’s
permitted admission being reflected in the records of the Company.
The admission of substitute members shall be accomplished by the amendment
of this Agreement.
14. Additional Members.
(a) From time to time the Company may issue additional limited liability
company interests and additional members of the Company may be admitted with
respect to such additional limited liability company interests issued by the
Company. Additional limited liability company interests may be issued by
the Company only with the consent of all members. A person may be admitted
as an additional member of the Company only upon (i) the consent of all members,
and (ii) such person’s admission being reflected in the records of the Company.
(b) The admission of additional members of the Company pursuant to this Section
14 shall be accomplished by the amendment of this Agreement.
15. Resignation. A member may resign upon not less than
six (6) months prior written notice to the Company and to each other member.
16. Other Business and Investment Opportunities. Each member and all
affiliates of such member may have other business interests and may engage
in other activities in addition to those relating to the Company, including
interests in or taking actions on behalf of one or more entities engaged in
activities of a similar nature to or in competition with the Company or any
joint venture, partnership, or other entity in which the Company has a direct
or indirect interest. Each member agrees that each other member and any affiliate
thereof may own, operate, engage in, invest in, or possess an interest in
any other business venture or ventures of any nature or description, independently
or with others, whether or not the same is competitive with the purposes of
the Company, and neither the Company nor the other members shall have any
rights by virtue of this Agreement in and to said independent ventures or
to the income or profits derived therefrom. No member or affiliate thereof
or any of them shall be obligated to present any particular investment or
business opportunity to the Company even if such opportunity is of a character
which, if presented to the Company, could be taken by the Company, and each
of them shall have the right to take for its own account or for any other
person or entity, or to recommend to others any such particular investment
or business opportunity.
17. Notices. All notices and other communications
required or permitted to be given pursuant to this Agreement shall be in writing
and may be personally served, faxed or sent by [United States] mail and shall
be deemed to have been given when delivered in person, upon receipt of telecopy
or three (3) days after deposit in [United States] mail, registered
or certified, postage prepaid, and properly addressed, by or to the appropriate
party. For purposes of this Section 17, the addresses of the parties hereto
shall be as set forth on Schedule A to this Agreement. The address of any
party to this Agreement may be changed by a notice in writing given in accordance
with the provisions hereof to all members and the Company.
18. Integrated Agreement. This agreement constitutes the entire
agreement and understanding among the parties relating to the subject matter
hereof and supersedes all prior and contemporaneous oral and written agreements
and understandings relating thereto.
19. Severability. In the event any provision of this Agreement
or any application thereof is invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions hereof
and any other application thereof shall not in any Way be affected or impaired
20. Amendments. This Agreement may not be modified or
amended or any rights hereunder waived except by an instrument in writing
signed by the party against whom such modification amendment or waiver is
sought to be enforced.
21. Pronouns and Headings. As used herein, all pronouns shall include
the masculine, feminine and neuter, and all defined terms shall include the
singular and plural thereof whenever the context and facts require such construction.
The headings, titles and subtitles in this Agreement are inserted for convenience
of reference only and are to be ignored in any construction of the provisions
of this Agreement. Any references in this Agreement to “including” shall
be deemed to mean “including without limitation”.
22. Successors. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the parties hereto and,
except as may be otherwise provided herein, their respective executors, administrators,
heirs, permitted assigns and all other successors in interest.
23. Partition. The members hereby agree that no member,
nor any successor to any member, shall have the right while this Agreement
remains in effect to have any property of the Company partitioned, or to file
a complaint or institute any proceedings at law or in equity to have the property
of the Company partitioned, and, to the fullest extent permitted by law, each
member, on behalf of itself and its successors in interest, hereby waives
any such right.
24. Remedies Cumulative. The rights and remedies provided by this
Agreement are cumulative and the use of any one right or remedy by any party
shall not preclude or waive its right to use any or all other remedies. Said
rights and remedies are given in addition to any other right or remedy the
parties may have by law, statute, ordinance, or otherwise.
25. Failure to Pursue Remedies.
The failure of any party to seek redress for violation of, or to insist upon
the strict performance of, any provision of this Agreement shall not prevent
a subsequent act, which would have originally constituted a violation, from
having the effect of an original violation.
26. Counterparts. This Agreement may be execute in counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
27. Governing Law. This Agreement and the rights, powers,
duties and remedies of the parties hereunder shall be governed by and interpreted
in accordance with the laws of the State of Nevada, and all rights, powers,
duties and remedies shall be governed by such laws without regard to principles
of conflicts of laws.
(a) that the limited liability company interests
in the Company evidenced by this Agreement have not been registered under
the Securities Act of 1933, as amended, the Nevada Securities Act or any other
state securities laws (collectively, the “Securities Laws”) because
the Company is issuing these limited liability company interests in reliance
upon the exemptions from the registrations requirements of the Securities
Laws providing for issuance of securities not involving a public offering;
(b) that the Company has relied upon the
fact that the limited liability company interests are to be held by each member
for investment; and
(c) that exemption from registrations under
the Securities Laws would not be available if the limited liability company
interests were acquired by a member with a view to distribution.
Accordingly, each member hereby confirms
to the Company that such member is acquiring the limited liability company
interests for such own member’s account, for investment and not with a view
to the resale of distribution thereof. Each member agrees not to transfer,
sell or offer for sale any portion of the limited liability company interests
unless there is an effective registration or other qualification relating
thereto under the applicable Securities Laws or unless the holder of the limited
liability company interests delivers to the Company an opinion of counsel,
satisfactory to the Company, that such registration or other qualification
such applicable Securities Laws is not required in connection with such transfer,
offer or sale.
Each member understands that
the Company is under no obligation to register the limited liability company
interests or to assist such member in complying with any exemption from registration
under the Securities Laws if such member should at a later date wish to dispose
of the limited liability company interests.
Prior to acquiring the limited
liability company interests, each member has made an investigation of the
Company and its business and has had made available to such member all information
with respect thereto which such member needed to make an informed decision
to acquire the limited liability company interests. Each member considers
himself or herself to be a person possessing experience and sophistication
as an investor which are adequate for the evaluation of the merits and risks
of such member’s investment in the limited liability company interests.
IN WITNESS WHEREOF, the undersigned,
intending to be bound hereby, have duly executed this Agreement as of the
____ day of _______________, ________.
On behalf of
Member Name Cash
and Address Capital Contribution