OPERATING AGREEMENT
OF [[COMPANY FULL LEGAL NAME]], LLC
This Operating Agreement (this "Agreement") of [[Company Full Legal Name]], LLC, a Connecticut limited liability company (the "Company"), is entered into as of [[Effective Date]] by and among the Members identified in Schedule A.
Article 1 - Organization
1.1 Formation. The Company was organized as a limited liability company under the Connecticut Uniform Limited Liability Company Act, C.G.S. §§ 34-243 to 34-399 (the "Act"), by filing a Certificate of Organization with the Connecticut Secretary of the State on [[Formation Date]], under filing number [[Secretary of State File Number]].
1.2 Name. The Company's legal name is [[Company Full Legal Name]], LLC. The Company may conduct business under assumed trade names registered in accordance with C.G.S. § 35-1 et seq.
1.3 Principal Office. The Company's principal place of business is [[Principal Office Address, City, Connecticut, ZIP Code]], or such other location as determined by a vote of the Members.
1.4 Registered Agent. The Company's registered agent in Connecticut is [[Registered Agent Full Legal Name]], at [[Registered Agent Street Address, City, Connecticut, ZIP Code]], as required by C.G.S. § 34-247(a).
1.5 Term. The Company shall continue in existence from the date of formation until dissolved pursuant to Article 13 or applicable law. The Company has perpetual existence unless earlier dissolved.
1.6 Purpose. The Company is formed for the purpose of [[State specific business purpose or "engaging in any lawful business activity permitted under Connecticut law"]], and all activities reasonably related thereto.
1.7 State Act Governs. To the extent this Agreement does not address a matter, the Act shall govern. Where this Agreement conflicts with the Act on a non-mandatory provision, this Agreement controls per C.G.S. § 34-243b.
Article 2 - Members and Capital
2.1 Members. The initial Members are listed in Schedule A, which sets forth each Member's:
- (a) Full legal name and address;
- (b) Initial Capital Contribution;
- (c) Percentage Interest;
- (d) Membership Units (if applicable); and
- (e) Class of Membership Interest (if multi-class structure adopted).
2.2 Initial Capital Contributions. Each Member has contributed, or agrees to contribute by [[Contribution Deadline]], the Capital Contribution set forth opposite their name in Schedule A. Capital Contributions may be in cash, property, or services as agreed by a Supermajority of Members.
2.3 Additional Capital Contributions.
- (a) No Member is obligated to make additional Capital Contributions beyond those set forth in Schedule A, except upon approval by a [[majority-in-interest / 75% Supermajority]] vote of all Members.
- (b) If the Company requires additional capital, Members shall be given a pro-rata right to contribute before seeking outside financing.
- (c) A Member who fails to fund an approved additional Capital Contribution within [[15 / 30]] business days of notice shall be subject to dilution or buy-out remedies under Section 10.4.
- (d) Any Member who contributes amounts not approved by required vote shall be treated as a lender at the prime rate then in effect unless the other Members subsequently ratify such contribution.
2.4 Capital Accounts. The Company shall maintain a separate Capital Account for each Member in accordance with Treasury Regulation § 1.704-1(b)(2)(iv):
- (a) Each Capital Account shall be increased by: (i) the Member's cash contributions; (ii) the fair market value of contributed property (net of liabilities assumed by the Company); (iii) the Member's allocable share of Profits and gain.
- (b) Each Capital Account shall be decreased by: (i) cash distributions; (ii) the fair market value of distributed property (net of liabilities assumed by the Member); (iii) the Member's allocable share of Losses, deductions, and non-deductible expenditures.
- (c) Book-Up/Book-Down: Capital Accounts shall be restated to fair market value upon any liquidation, admission of a new Member, or any other revaluation event under Treas. Reg. § 1.704-1(b)(2)(iv)(f).
2.5 Deficit Restoration Obligation. [Select one]
- [ ] No Deficit Restoration: No Member shall be required to restore a deficit Capital Account upon liquidation.
- [ ] Deficit Restoration Required: Each Member shall restore any deficit Capital Account balance to zero within [[90 days]] of liquidation.
2.6 Return of Capital. No Member is entitled to demand or receive a return of any Capital Contribution except upon dissolution and winding up or as otherwise unanimously agreed. No interest accrues on Capital Contributions unless otherwise agreed.
2.7 No Loans Required. No Member is required to loan money to the Company. Any Member loans are governed by a separate promissory note and shall bear interest at [[Prime Rate + __%]].
Article 3 - Percentage Interests and Units
3.1 Percentage Interests. Each Member's Percentage Interest is set forth in Schedule A and represents their relative economic interest in the Company. Percentage Interests determine:
- (a) Allocation of Profits and Losses (subject to Article 4 special allocations);
- (b) Liquidating distributions (subject to Article 5);
- (c) Voting weight (unless a class-specific voting structure applies under Section 7.3).
3.2 Units. [Optional - include if issuing units]
The Company issues Membership Units as follows:
- Class A Units: [[Number]] authorized; voting; participate in all Profits, Losses, and distributions.
- Class B Units: [[Number]] authorized; [[non-voting / limited voting / preferred return of $___ / other terms]].
3.3 Dilution. Issuance of new Units or Membership Interests to new or existing Members shall require approval by [[Supermajority, e.g., 75%]] of then-outstanding voting Units. New issuances shall dilute existing Members proportionally unless the Members agree otherwise.
3.4 Admission of New Members. New Members may be admitted only upon:
- (a) Approval by [[unanimous / majority-in-interest]] vote of existing Members;
- (b) Execution of a joinder to this Agreement; and
- (c) Making the agreed Capital Contribution.
Article 4 - Profits, Losses, and Tax Allocations
4.1 Allocation of Profits. Except as provided in Sections 4.3 through 4.6, Profits shall be allocated among the Members in proportion to their Percentage Interests at the end of each Fiscal Year (or at such other times as the Members determine).
4.2 Allocation of Losses. Except as provided in Sections 4.3 through 4.6, Losses shall be allocated among the Members in proportion to their Percentage Interests, subject to:
- (a) No Member shall be allocated Losses in excess of that Member's positive Capital Account balance, unless the Member bears the economic risk of loss under Treas. Reg. § 1.752-2; and
- (b) Any Losses that cannot be allocated to a Member shall be allocated to Members with positive Capital Account balances.
4.3 Qualified Income Offset (QIO). In the event any Member unexpectedly receives an adjustment, allocation, or distribution described in Treas. Reg. §§ 1.704-1(b)(2)(ii)(d)(4), (5), or (6) that causes or increases a deficit Capital Account, the Company shall allocate items of income and gain to such Member as quickly as possible to eliminate the deficit, in accordance with Treas. Reg. § 1.704-1(b)(2)(ii)(d).
4.4 Minimum Gain Chargeback. Notwithstanding any other provision, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be allocated items of Company income and gain for that year equal to such Member's share of the net decrease, in accordance with Treas. Reg. § 1.704-2(f).
4.5 Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision, if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member with a share of such minimum gain shall be allocated items of Company income and gain in accordance with Treas. Reg. § 1.704-2(i)(4).
4.6 Tax Allocations; Section 704(c). For income tax purposes, each item of Company income, gain, loss, deduction, and credit shall be allocated among Members in accordance with their respective Percentage Interests. With respect to property contributed by a Member, items of income, gain, loss, and deduction with respect to such property shall be allocated among Members so as to take into account any variation between the adjusted basis of such property and its fair market value at the time of contribution, in accordance with I.R.C. § 704(c) and the regulations thereunder (traditional, curative, or remedial method, as elected by the Manager/Members).
4.7 Fiscal Year. The Company's fiscal year is the calendar year (January 1 - December 31) unless a different tax year is required by the IRS.
Article 5 - Distributions
5.1 Distributions in General. The Company may make distributions of cash or other property to Members at such times and in such amounts as the Manager(s) (or, in a Member-managed Company, the Members by Majority Vote) determine, subject to:
- (a) The Act's prohibition on distributions that would render the Company insolvent (C.G.S. § 34-325);
- (b) Retention of adequate reserves for operating expenses and liabilities; and
- (c) Any lender covenants or restrictions.
5.2 Priority of Distributions. Distributions shall be made in the following order:
1. Return of Preferred Capital (if any preferred return agreed in Schedule A): [[Amount or Rate]] per annum, cumulative/non-cumulative;
- Return of Capital Contributions (pro rata by Capital Account balance); and
- Residual distributions pro rata by Percentage Interest.
5.3 Tax Distributions. Within [[90 / 120]] days after the end of each Fiscal Year (or estimated quarterly), the Company shall make tax distributions to each Member in an amount equal to the product of (a) the highest marginal combined federal and Connecticut state individual income tax rate (estimated at [[__]]%) multiplied by (b) such Member's allocable share of taxable income for the period, net of any prior-year losses. Tax distributions shall offset (and reduce) future distributions.
5.4 Withholding. The Company may withhold taxes from distributions as required by applicable law and shall treat amounts withheld as distributions to the Member on whose behalf withheld.
5.5 Distributions in Kind. No Member may demand or receive property other than cash in satisfaction of any distribution right, except upon dissolution by unanimous consent.
5.6 Restriction on Distributions. No distribution shall be made if after the distribution: (a) the Company would not be able to pay its debts as they come due in the ordinary course of business; or (b) the Company's total assets would be less than total liabilities, per C.G.S. § 34-325.
Article 6 - Management Structure
[Select One]
Option A - Member-Managed
6A.1 Management by Members. The Company shall be member-managed. Each Member is an agent of the Company for purposes of its business, and each Member may bind the Company with third parties in the ordinary course of business. The Members shall exercise management authority by Majority Vote on routine matters and Supermajority Vote (or unanimous vote) on Reserved Matters listed in Section 6A.3.
6A.2 Officers. The Members may appoint the following officers to manage day-to-day operations:
- Chief Executive Officer / President: [[Name]] - General authority over operations;
- Chief Financial Officer / Treasurer: [[Name]] - Finance and bookkeeping;
- Secretary: [[Name]] - Records, minutes, filings.
Officers serve at the pleasure of the Members and may be removed by Majority Vote.
6A.3 Reserved Matters (Supermajority or Unanimous Required).
The following decisions require [[75% / unanimous]] Member approval:
- (i) Amendment of this Agreement or Certificate of Organization;
- (ii) Admission of new Members or issuance of additional Membership Interests;
- (iii) Sale, lease, or transfer of all or substantially all of the Company's assets outside ordinary course;
- (iv) Merger, conversion, or domestication of the Company;
- (v) Incurring indebtedness exceeding $[[Threshold Amount]] in any 12-month period;
- (vi) Making loans, granting security interests, or pledging assets;
- (vii) Initiation or settlement of litigation above $[[Amount]];
- (viii) Entry into contracts with Related Parties (see Section 9.4);
- (ix) Any election to change the Company's tax classification;
- (x) Dissolution of the Company.
Option B - Manager-Managed
6B.1 Management by Manager(s). The Company shall be manager-managed. Management authority is vested in the Manager(s) named below; Members (in their capacity as Members) shall have no authority to act for or bind the Company.
Initial Manager(s):
| Manager Name | Title | Term |
|---|---|---|
| [[Manager 1 Full Legal Name]] | Managing Member / Manager | [[Until removed / term ends]] |
| [[Manager 2 Full Legal Name, if any]] | Co-Manager | [[Until removed / term ends]] |
6B.2 Authority of Manager(s). Subject to Reserved Matters, the Manager(s) have full authority to:
- Execute contracts and obligations;
- Open and operate bank accounts;
- Hire and terminate employees and contractors;
- Purchase, lease, and dispose of assets in the ordinary course;
- Borrow funds up to $[[Threshold]] per transaction / $[[Annual Cap]] annually; and
- Perform all other acts necessary to carry on the Company's business.
6B.3 Reserved Matters (Member Vote Required). The following matters require [[Majority / Supermajority / Unanimous]] Member vote regardless of Manager authority:
(Same items as 6A.3 above.)
6B.4 Manager Term and Removal.
- Managers serve [[indefinitely / for a term of __ years]].
- A Manager may be removed by [[Majority / Supermajority]] Member vote, with or without cause, upon [[10 / 30]] days written notice.
- Upon resignation or removal, Members shall elect a replacement Manager within [[30]] days.
Article 7 - Voting
7.1 Voting Threshold - Majority. "Majority Vote" means approval by Members holding more than 50% of the Percentage Interests entitled to vote.
7.2 Voting Threshold - Supermajority. "Supermajority Vote" means approval by Members holding at least [[75%]] of Percentage Interests entitled to vote.
7.3 Voting Threshold - Unanimous. Unanimous consent of all Members is required for matters designated "unanimous" in this Agreement and for any matter that alters a Member's economic rights or obligations without that Member's express consent (per C.G.S. § 34-243b(b)).
7.4 Meetings. Meetings of Members may be called by any Manager or by Members holding at least [[20%]] of Percentage Interests, upon [[10]] days' written notice. Meetings may be held in person, by telephone, or by video conference. Written consents in lieu of meeting are permitted and are effective when signed by Members holding the required voting threshold.
7.5 Quorum. A quorum requires Members holding at least [[50%]] of all Percentage Interests to be present or represented at any meeting.
7.6 Deadlock Resolution. In the event of a deadlock on any Reserved Matter:
- (a) The Members shall first submit the dispute to non-binding mediation under the American Arbitration Association ("AAA") Commercial Mediation Procedures;
- (b) If mediation fails within [[60]] days, any Member may initiate the Buy-Sell (Texas Shoot-Out) procedure under Section 10.5.
Article 8 - Books, Records, and Reporting
8.1 Books and Records. The Company shall maintain complete and accurate books of account in accordance with GAAP (or, if agreed, another consistent method). The following records shall be kept at the Company's principal office:
- Certificate of Organization and all amendments;
- This Agreement and all amendments;
- Federal, state, and local tax returns for the preceding [[3]] years;
- Financial statements (balance sheet, income statement, capital accounts) for the preceding [[3]] years;
- Full list of Members, addresses, and Percentage Interests;
- Meeting minutes and written consents.
8.2 Member Access. Each Member (or authorized representative) has the right to inspect and copy Company records on [[3]] business days' written notice (C.G.S. § 34-288). The Company may impose reasonable copying costs.
8.3 Financial Reporting. Within [[90]] days after each Fiscal Year end, the Company shall provide each Member:
- (a) Audited (or reviewed) financial statements for the Fiscal Year;
- (b) Each Member's Schedule K-1 (or state equivalent);
- (c) A statement of each Member's Capital Account balance.
8.4 Tax Matters. The [[Manager / Members by Majority Vote]] shall act as the Company's "Partnership Representative" for purposes of the BBA centralized partnership audit regime (I.R.C. § 6223), with authority to make all elections and decisions in connection with any IRS examination.
Article 9 - Fiduciary Duties and Conflicts
9.1 Duty of Loyalty. Each Member (in a Member-managed Company) or Manager (in a Manager-managed Company) owes a duty of loyalty to the Company, which includes:
- (a) Accounting for and holding as trustee any property, profit, or benefit derived from the conduct of Company business or from use of Company property;
- (b) Refraining from adverse interest transactions without disclosure and consent; and
- (c) Refraining from competing with the Company in the same line of business without consent.
9.2 Duty of Care. The duty of care is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. The Act's default duties are modified to this extent (C.G.S. § 34-243b(d)).
9.3 Business Opportunities. A Member or Manager who discovers a business opportunity in the Company's field of business must first offer it to the Company. If the Company does not elect to pursue the opportunity within [[30]] days, the Member/Manager may pursue it individually.
9.4 Related-Party Transactions. Contracts between the Company and any Member, Manager, or their affiliates must be:
- (a) On terms no less favorable to the Company than arms-length;
- (b) Disclosed to all Members; and
- (c) Approved by [[Supermajority / unanimous]] vote of disinterested Members.
Article 10 - Transfer of Membership Interests
10.1 General Restriction. No Member may sell, assign, pledge, hypothecate, gift, or otherwise dispose of all or any portion of their Membership Interest without prior written consent of [[Majority / Supermajority / unanimous]] of the other Members, subject to the procedures below.
10.2 Permitted Transfers. Notwithstanding Section 10.1, the following transfers are permitted without consent (but require prior written notice to the Company):
- (a) Transfers to a revocable living trust for estate planning purposes where the Member retains control;
- (b) Transfers to a wholly-owned entity of the Member;
- (c) Transfers to Immediate Family Members (spouse/domestic partner, children, grandchildren) by gift or on death.
10.3 Right of First Refusal (ROFR). Before any permitted transfer or any transfer requiring consent, the transferring Member ("Seller") must:
1. Deliver written notice to the Company and all Members specifying the proposed transferee, purchase price, and terms ("Transfer Notice");
- The Company shall have [[30]] days to elect to purchase all (not less than all) of the offered Interest at the offered price and terms;
- If the Company declines, the non-transferring Members shall have an additional [[15]] days to elect to purchase pro rata;
- If neither the Company nor remaining Members exercise their ROFR, the Seller may complete the proposed transfer to the identified transferee at the same price and terms within [[90]] days.
10.4 Drag-Along Right. If Members holding [[at least 75%]] of all Percentage Interests approve a sale of the Company (merger, asset sale, or equity sale) to a bona fide third-party buyer, all other Members shall be obligated to vote in favor of and participate in such sale on the same economic terms.
10.5 Tag-Along Right. If any Member proposes to transfer [[more than 25%]] of their Percentage Interest to a third party, the remaining Members shall each have the right to participate in the transfer pro rata on the same terms.
10.6 Buy-Sell (Texas Shoot-Out). Upon deadlock (Section 7.6) or a triggering event:
1. Any Member (the "Offeror") may deliver written notice to all other Members stating a per-unit valuation for the entire Company;
- Each other Member (the "Offeree") shall, within [[60]] days, elect either to: (a) purchase the Offeror's Interest at the stated price, or (b) sell their Interest to the Offeror at the stated price;
- Closing shall occur within [[90]] days of the election; purchase price shall be financed as stated or by institutional financing if available.
10.7 Assignee vs. Substitute Member. A transferee of a Membership Interest who is not admitted as a Substitute Member receives only economic rights (Profits, Losses, and distributions) and not voting or management rights. A transferee becomes a Substitute Member only upon unanimous consent of remaining Members and execution of a joinder.
10.8 Death, Incapacity, Bankruptcy of Member.
- Death/Incapacity: The Member's legal representative, executor, or personal representative succeeds to economic rights only (not management rights) pending a buy-out negotiation or substitute-member admission.
- Bankruptcy: Filing of a voluntary or involuntary bankruptcy petition by a Member constitutes a triggering event for ROFR under Section 10.3, with the non-filing Members having [[90]] days to purchase the filing Member's Interest at Fair Market Value.
Article 11 - Indemnification and Liability
11.1 Indemnification. The Company shall indemnify and hold harmless each Member, Manager, and officer ("Covered Person") to the fullest extent permitted by the Act (C.G.S. §§ 34-355 to 34-358), against any claim, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of any act or omission in their capacity as a Covered Person, unless the act or omission constituted:
- (a) Intentional misconduct or knowing violation of law;
- (b) Fraud;
- (c) A transaction resulting in improper personal benefit.
11.2 Advancement of Expenses. The Company shall advance expenses (including attorneys' fees) to a Covered Person upon receipt of an undertaking by such person to repay the advance if it is ultimately determined that indemnification is not available.
11.3 Limitation of Liability. No Member or Manager shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member or Manager, in accordance with the Act (C.G.S. § 34-275). A Member's or Manager's liability is limited to their Capital Contributions and any agreed deficit restoration.
11.4 Limitation on Personal Liability for Acts. Managers are not personally liable for decisions made in good faith, in a manner reasonably believed to be in the Company's best interests, absent gross negligence or willful misconduct.
11.5 Insurance. The Company shall obtain and maintain such insurance as the Manager/Members deem appropriate, including Directors and Officers (D&O) liability insurance.
Article 12 - Anti-Piercing and Separateness Covenants
12.1 Separateness. To preserve the liability shield afforded by the Act, the Company agrees to maintain the following separateness covenants:
- (a) Maintain separate bank accounts and financial records from any Member or affiliate;
- (b) Not commingle Company funds with personal funds of any Member;
- (c) Conduct all transactions in the Company's name and not in any Member's individual name;
- (d) Observe all formalities of a separate legal entity (minutes, resolutions, signing in capacity);
- (e) Maintain adequate capitalization relative to known liabilities;
- (f) Not guarantee personal debts of any Member using Company assets without Members' approval;
- (g) Use proper letterhead, business cards, and signage identifying the entity as a limited liability company.
12.2 Single-Member Anti-Piercing. If the Company at any time has only one Member, the single Member covenants to:
- (a) Execute written organizational actions or written consents instead of holding meetings;
- (b) Maintain separate books reflecting the separation of Company and personal finances;
- (c) Never represent to creditors that the Member and Company are the same entity.
Article 13 - Dissolution and Winding Up
13.1 Events of Dissolution. The Company shall be dissolved upon:
- (a) Written consent of [[Majority / Unanimous]] of all Members;
- (b) Entry of a judicial decree of dissolution under C.G.S. § 34-382;
- (c) Administrative dissolution by the Secretary of the State for failure to file required documents.
13.2 Withdrawal of Member. Pursuant to the Act, withdrawal of a Member does not automatically dissolve the Company. If a Member wrongfully dissociates, the remaining Members may continue the Company under C.G.S. § 34-362.
13.3 Winding Up. Upon dissolution, the Company shall:
1. Cease business activities (except as necessary to wind up);
2. Liquidate assets and pay liabilities in the following priority:
- (i) Creditors (including Members who are creditors);
- (ii) Members' unpaid distributions;
- (iii) Return of Members' Capital Account balances;
- (iv) Residual assets distributed to Members pro rata by Percentage Interest.
3. File a Certificate of Dissolution with the Connecticut Secretary of the State (C.G.S. § 34-385).
13.4 Liquidating Trustee. The Manager(s) shall act as liquidating trustee(s) unless they resign, in which case the Members shall appoint a replacement by Majority Vote. The liquidating trustee shall have authority to sell assets at fair value.
Article 14 - Tax Elections and Classification
14.1 Default Tax Classification. By default, a single-member LLC is disregarded for tax purposes and a multi-member LLC is taxed as a partnership.
14.2 Tax Election. The Members elect the following tax classification:
- [ ] Default (Partnership / Disregarded Entity)
- [ ] S Corporation (requires filing IRS Form 2553; eligibility: ≤100 shareholders, all U.S. citizens or residents, one class of stock). Note: All Members must consent and meet IRS S-corp eligibility criteria.
- [ ] C Corporation (requires filing IRS Form 8832 - check "association taxable as a corporation").
14.3 Connecticut Pass-Through Entity Tax (PTET). The Members may elect to pay Connecticut Pass-Through Entity Tax under C.G.S. §§ 12-699a et seq. (Conn. Pass-Through Entity Tax, enacted 2018, amended). The election is made on Form CT-1065/CT-1120SI. Members shall receive a corresponding credit on their individual Connecticut income tax returns. The Members shall make this election annually if it provides a net tax benefit. (As of January 1, 2026; verify current PTET rate and credit provisions with a Connecticut tax advisor.)
14.4 Partnership Representative. For BBA centralized audit purposes, the [[Manager / designated Member]] is appointed Partnership Representative with full authority to act on behalf of the Company in any IRS or state tax proceeding, including making the push-out election under I.R.C. § 6226.
Article 15 - Amendments
15.1 Amendment Procedure. This Agreement may be amended only by a written instrument executed by Members holding [[Supermajority / unanimous]] of Percentage Interests. No oral modifications are effective.
15.2 Special Amendments. The following amendments require unanimous written consent:
- (a) Any amendment that alters a Member's Percentage Interest, Capital Account, or economic rights;
- (b) Any amendment that increases a Member's obligations or liabilities;
- (c) Any amendment to this Article 15.
Article 16 - General Provisions
16.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Connecticut, without regard to conflicts-of-law principles.
16.2 Venue. Any dispute arising out of or related to this Agreement shall be resolved in the state or federal courts located in [[County, Connecticut]] (e.g., Hartford County Superior Court), or through arbitration under Section 16.3 if elected.
16.3 Dispute Resolution. [Optional arbitration clause] Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules, with one (1) arbitrator, in [[City, Connecticut]].
16.4 Notices. All notices under this Agreement shall be in writing and delivered by: (a) hand delivery; (b) certified U.S. mail, return receipt requested; (c) overnight courier; or (d) email with confirmation of receipt, to the addresses in Schedule A. Notice is effective upon receipt.
16.5 Entire Agreement. This Agreement, together with the Schedules, constitutes the entire agreement among the Members and supersedes all prior agreements, representations, and understandings with respect to the subject matter hereof.
16.6 Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions continue in full force.
16.7 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which is an original. Electronic signatures (DocuSign, Adobe Sign, etc.) are valid under the Connecticut Electronic Signatures Act (C.G.S. § 1-286 et seq.).
16.8 Waiver. No waiver of any provision shall be effective unless in writing signed by the waiving party.
16.9 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Members and the Company. No third party is an intended beneficiary.
16.10 Headings. Section headings are for convenience only and do not affect interpretation.
Signature Block
IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the date first written above.
MEMBER 1:
Signature: ______________________________
Printed Name: [[Member 1 Full Legal Name]]
Date: [[Date]]
Percentage Interest: [[____%]]
MEMBER 2:
Signature: ______________________________
Printed Name: [[Member 2 Full Legal Name]]
Date: [[Date]]
Percentage Interest: [[____%]]
MEMBER 3 (if applicable):
Signature: ______________________________
Printed Name: [[Member 3 Full Legal Name]]
Date: [[Date]]
Percentage Interest: [[____%]]
MANAGER (if manager-managed and not a Member):
Signature: ______________________________
Printed Name: [[Manager Full Legal Name]]
Title: Manager
Date: [[Date]]
Schedule A - Members, Capital Contributions, and Percentage Interests
| Member Name | Capital Contribution | % Interest | Units | Units (Class B) |
|-------------|----------------------|------------|---------|
| [[Member 1]] | $[[Amount]] | [[____%]] | [[#]] |
| [[Member 2]] | $[[Amount]] | [[____%]] | [[#]] |
| [[Member 3]] | $[[Amount]] | [[____%]] | [[#]] |
| Totals | | $[[Total]] | 100% | [[#]] | [[#]] |
Schedule B - Permitted Business Purpose Description
[[Detailed description of the Company's business, products, services, and geographic scope]]
Schedule C - Additional Capital Contribution Schedule (if applicable)
[[List any future required contributions, timeline, and conditions]]
Schedule D - Initial Officers (if any)
| Office | Name | Start Date |
|---|---|---|
| President / CEO | [[Name]] | [[Date]] |
| CFO / Treasurer | [[Name]] | [[Date]] |
| Secretary | [[Name]] | [[Date]] |
> DISCLAIMER: This document is a template for informational purposes only and does not constitute legal advice. The Connecticut Uniform Limited Liability Company Act (C.G.S. §§ 34-243 to 34-399) contains mandatory and non-mandatory provisions; this template addresses many but not all possible circumstances. Tax treatment (including the Connecticut Pass-Through Entity Tax) depends on facts and circumstances; consult a Connecticut-licensed attorney and CPA before executing. No attorney-client relationship is created by use of this template.
Sources (as of June 2026):
- Connecticut Uniform Limited Liability Company Act, C.G.S. §§ 34-243 to 34-399 (effective July 1, 2017)
- Connecticut Secretary of the State - LLC filing requirements (ctsos.gov)
- U.S. Treasury Regulation § 1.704-1(b) (Capital Account maintenance)
- I.R.C. §§ 704, 1361, 6221-6241 (partnership/LLC tax rules)
- Connecticut Pass-Through Entity Tax, C.G.S. §§ 12-699a et seq.
- Connecticut Electronic Signatures Act, C.G.S. §§ 1-286 et seq.
