Operating Agreement Template For Member-Managed Limited Liability Company (Page 3 of 7) in pdf

Entity Classification Election, and filing it with the IRS and, if applicable, the state tax department within the prescribed

time limits.

______________________

(2) Tax Year and Accounting Method: The tax year of this LLC shall be

. The LLC shall

__________________

use the

method of accounting. Both the tax year and the accounting period of the LLC may be

changed with the consent of all members if the LLC qualifies for such change, and may be effected by the filing of

appropriate forms with the IRS and state tax authorities.

(3) Tax Matters Partner: If this LLC is required under Internal Revenue Code provisions or regulations, it shall

designate from among its members a "tax matters partner" in accordance with Internal Revenue Code Section 6231 (a)

(7) and corresponding regulations, who will fulfill this role by being the spokesperson for the LLC in dealings with the

IRS as required under the Internal Revenue Code and Regulations, and who will report to the members on the progress

and outcome of these dealings.

(4) Annual Income Tax Returns and Reports: Within 60 days after the end of each tax year of the LLC, a copy of the

LLC's state and federal income tax returns for the preceding tax year shall be mailed or otherwise provided to each

member of the LLC, together with any additional information and forms necessary for each member to complete his or

her individual state and federal income tax returns. If this LLC is classified as a partnership for income tax purposes,

this additional information shall include a federal (and, if applicable, state) Form K-1 (Form 1065 - Partner's Share of

Income, Credits, Deductions) or equivalent income tax reporting form. This additional information shall also include a

financial report, which shall include a balance sheet and profit and loss statement for the prior tax year of the LLC.

(5) Bank Accounts: The LLC shall designate one or more banks or other institutions for the deposit of the funds of the

LLC, and shall establish savings, checking, investment and other such accounts as are reasonable and necessary for its

business and investments. One or more members of the LLC shall be designated with the consent of all members to

deposit and withdraw funds of the LLC, and to direct the investment of funds from, into and among such accounts. The

funds of the LLC, however and wherever deposited or invested, shall not be commingled with the personal funds of any

members of the LLC.

(6) Title to Assets: All personal and real property of this LLC shall be held in the name of the LLC, not in the names of

individual members.

IV. CAPITAL PROVISIONS

(1) Capital Contributions by Members: Members shall make the following contributions of cash, property or services as

shown next to each member's name below. Unless otherwise noted, cash and property described below shall be paid or

____________________

delivered to the LLC on or by

. The fair market values of items of property or services as

agreed between the LLC and the contributing member are also shown below. The percentage interest in the LLC that

each member shall receive in return for his or her capital contribution is also indicated for each member.

NAME & ADDRESS

CONTRIBUTION

% INTEREST IN LLC

(1)__________________________

_________________

_____________________

_____________________________

(2)__________________________

_________________

_____________________

_____________________________

Operating Agreement Template For Member-Managed Limited Liability Company Page 3

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