OPERATING AGREEMENT OF [[COMPANY LEGAL NAME]], LLC - KENTUCKY
This Operating Agreement is effective [[Effective Date]] among the Members listed on Exhibit A.
Article 1 - Formation
The Company was formed as [[Company Legal Name]], LLC under Kentucky Limited Liability Company Act, KRS Chapter 275; operating agreements govern relations among members, managers, and the company subject to nonwaivable rules. by filing articles or a certificate with the Kentucky filing office on [[Formation Date]].
Article 2 - Name and Offices
Name and Offices provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Name and Offices Terms]].
Article 3 - Purpose
Purpose provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Purpose Terms]].
Article 4 - Term
Term provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Term Terms]].
Article 5 - Registered Agent
Registered Agent provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Registered Agent Terms]].
Article 6 - Members and Units
Members and Units provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Members and Units Terms]].
Article 7 - Capital Contributions
Each Member has made the contribution listed on Exhibit A. Contributions may be cash, property, services, or enforceable promises if allowed by applicable law and approved by the required vote.
Article 8 - Additional Contributions
Additional Contributions provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Additional Contributions Terms]].
Article 9 - Capital Accounts
The Company shall maintain capital accounts under Treasury Regulation 1.704-1(b)(2)(iv), increasing for contributions and income and decreasing for distributions and losses.
Article 10 - Tax Allocations
Tax Allocations provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Tax Allocations Terms]].
Article 11 - Qualified Income Offset
A qualified income offset is included so any unexpected deficit capital account adjustment is corrected as rapidly as possible through income and gain allocations.
Article 12 - Minimum Gain Chargeback
Minimum Gain Chargeback provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Minimum Gain Chargeback Terms]].
Article 13 - 704(c) Allocations
704(c) Allocations provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[704(c) Allocations Terms]].
Article 14 - Distributions
Distributions provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Distributions Terms]].
Article 15 - Tax Distributions
Tax Distributions provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Tax Distributions Terms]].
Article 16 - Management Structure
The Company is [[Member-Managed or Manager-Managed]]. Authority not expressly reserved may be exercised by the authorized managers or members in the ordinary course.
Article 17 - Member-Managed Authority
Member-Managed Authority provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Member-Managed Authority Terms]].
Article 18 - Manager-Managed Authority
Manager-Managed Authority provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Manager-Managed Authority Terms]].
Article 19 - Reserved Matters
Reserved matters require [[Supermajority Percentage]] approval: amendments, new members, debt above [[Debt Cap]], asset sales, mergers, tax election changes, related-party transactions, litigation settlement above [[Settlement Cap]], and dissolution.
Article 20 - Voting Thresholds
Voting Thresholds provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Voting Thresholds Terms]].
Article 21 - Meetings and Consents
Meetings and Consents provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Meetings and Consents Terms]].
Article 22 - Officers
Officers provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Officers Terms]].
Article 23 - Books and Records
Books and Records provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Books and Records Terms]].
Article 24 - Banking
Banking provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Banking Terms]].
Article 25 - Duties and Standards
Duties and Standards provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Duties and Standards Terms]].
Article 26 - Indemnification
Indemnification provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Indemnification Terms]].
Article 27 - Limitation of Liability
Limitation of Liability provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Limitation of Liability Terms]].
Article 28 - Transfer Restrictions
No Member may transfer an interest except as permitted here. Transfers are subject to securities-law compliance, ROFR, admission approval, and continued company separateness.
Article 29 - Right of First Refusal
Right of First Refusal provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Right of First Refusal Terms]].
Article 30 - Tag-Along and Drag-Along
Tag-Along and Drag-Along provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Tag-Along and Drag-Along Terms]].
Article 31 - Buy-Sell Events
Buy-sell triggers include death, disability, bankruptcy, divorce transfer risk, uncured material breach, prohibited transfer, deadlock, and voluntary withdrawal.
Article 32 - Deadlock Resolution
Deadlock Resolution provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Deadlock Resolution Terms]].
Article 33 - Dissociation
Dissociation provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Dissociation Terms]].
Article 34 - Admission of New Members
Admission of New Members provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Admission of New Members Terms]].
Article 35 - Confidentiality
Confidentiality provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Confidentiality Terms]].
Article 36 - Tax Classification
Default classification is partnership for multi-member LLCs and disregarded entity for single-member LLCs unless the Company elects corporate or S corporation treatment when eligible.
Article 37 - S Corporation Election Option
S Corporation Election Option provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[S Corporation Election Option Terms]].
Article 38 - Dissolution
Dissolution provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Dissolution Terms]].
Article 39 - Winding Up
Winding Up provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Winding Up Terms]].
Article 40 - Amendments
Amendments provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Amendments Terms]].
Article 41 - Governing Law
Governing Law provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Governing Law Terms]].
Article 42 - Signatures
Signatures provisions are adopted to override default rules where permitted, preserve limited liability, maintain separateness, and document the Members' commercial agreement. Variable business terms appear in [[Signatures Terms]].
Exhibit A - Members, Contributions, and Interests
| Member | Contribution | % / Units | Voting Class |
|---|---|---:|---:|---|
| [[Member 1]] | [[Contribution]] | [[Interest]] | [[Class]] |
| [[Member 2]] | [[Contribution]] | [[Interest]] | [[Class]] |
Signatures
Member: _________________ Date: _______
Member: _________________ Date: _______
Primary sources as of 2026-06: Kentucky Limited Liability Company Act, KRS Chapter 275; operating agreements govern relations among members, managers, and the company subject to nonwaivable rules.; Treasury Regulations 1.704-1 and 1.704-2; Internal Revenue Code sections 704 and 1361.
> Template - not legal advice. Have Kentucky counsel and a tax adviser review before signing.
