1. Formation and Name
The Company was formed as a limited liability company under the New Mexico Limited Liability Company Act (Chapter 53, Article 19, NMSA 1978, as amended) (the "Act") upon the filing of Articles of Organization with the New Mexico Secretary of State on [[Formation Date]]. The name of the Company is [[Company Name, LLC]]. The Company may conduct business under any other name permitted by law and approved by the Members or Managers. The Company may qualify to do business in other states as required.
2. Principal Office and Registered Agent
The principal office of the Company shall be at [[Principal Office Address]], or such other location as the Members or Managers may designate from time to time. The registered agent in the State of New Mexico is [[Registered Agent Name and Address]], or such other agent as may be designated by filing with the New Mexico Secretary of State. The Company shall maintain a registered office in New Mexico as required by the Act and shall keep current all filings required by the Secretary of State.
3. Purpose
The purpose of the Company is to engage in any lawful business or activity for which limited liability companies may be organized under the Act and to do all things necessary, desirable, or incidental thereto, including but not limited to [[Primary Business Purpose or "any lawful purpose permitted under New Mexico law"]]. The Company shall have all powers granted by the Act and may engage in any activity not prohibited by law.
4. Term
The term of the Company commenced on the date of filing of the Articles of Organization and shall continue in perpetuity until dissolved in accordance with the provisions of this Agreement, the Articles of Organization, or the Act.
5. Members; Capital Contributions; Percentage Interests
The initial Members of the Company, their respective Percentage Interests (or Units), and their initial Capital Contributions are set forth on Exhibit A attached hereto and incorporated herein by reference. Each Member's Capital Account shall be established and maintained in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv) and the capital account maintenance rules of the Act. No Member shall be obligated to make any additional Capital Contributions unless otherwise agreed in a separate written instrument signed by the contributing Member. Any additional capital contributions shall be made in the proportions of then-existing Percentage Interests or as otherwise unanimously agreed by the Members. Contributions may be in cash, property, or services as valued by the contributing Members.
6. Membership Interests; Certificates; Records
Membership interests in the Company shall be represented by membership certificates, unit certificates, or such other written or electronic records as the Managers (or Members, if member-managed) shall determine. The Company shall maintain at its principal office (or such other place as designated) a current list of all Members, their addresses, Percentage Interests, Capital Contributions, and Capital Account balances. Transfers of interests are strictly subject to the restrictions set forth in this Agreement. No transfer shall be effective until recorded on the books of the Company.
7. Management Structure
The Company shall be [[Member-Managed OR Manager-Managed]] as designated in the Articles of Organization or this Agreement.
If Member-Managed: The business and affairs of the Company shall be managed by and under the direction of the Members. Each Member shall have equal authority to act for the Company in the ordinary course of business. Major decisions require the vote or written consent of Members holding the Percentage Interests specified in Section 8.
If Manager-Managed: Management and control of the Company shall be vested exclusively in the Manager or Managers. The initial Manager(s) are named on Exhibit B (or [[Initial Manager Name(s)]]). Managers may be removed or replaced by vote of Members holding a majority (or supermajority) of Percentage Interests. Managers shall have full, exclusive, and complete discretion in the management and control of the business and affairs of the Company for the purposes stated herein. Managers may delegate authority to officers or agents as they deem appropriate. Each Manager shall perform duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner reasonably believed to be in the best interests of the Company.
8. Voting; Major Decisions; Reserved Matters
Except as otherwise provided in this Agreement or the Act, decisions requiring Member approval shall be made by the affirmative vote or written consent of Members holding a majority of the Percentage Interests. The following actions require the affirmative vote or written consent of Members holding at least [[Supermajority Threshold Percentage, e.g., seventy-five percent (75%)]] of the Percentage Interests (or unanimous consent where required by the Act):
- Admission of additional Members or issuance of new membership interests or units
- Amendment of this Agreement or the Articles of Organization (except ministerial updates)
- Sale, exchange, lease, or other disposition of all or substantially all of the Company's assets
- Merger, consolidation, conversion, reorganization, or recapitalization of the Company
- Incurring, guaranteeing, or refinancing indebtedness (or granting liens) in excess of [[Debt Approval Threshold Amount]]
- Entering into contracts, commitments, or expenditures outside the ordinary course of business exceeding [[Contract Approval Threshold]]
- Hiring, terminating, or setting compensation for any officer, key employee, or consultant with annual compensation exceeding [[Key Personnel Threshold]]
- Making any distribution except tax distributions or as expressly provided herein
- Voluntary dissolution, winding up, or liquidation of the Company
- Changing the principal business purpose or name of the Company
- Adopting or amending any operating budget or business plan that materially deviates from prior plans
- Any action that would cause a material change in the tax classification of the Company
- Granting of authority to any person to act as agent with power of attorney binding on the Company beyond ordinary course
- Any other matter that the Act or this Agreement requires a higher vote
Deadlocks on material matters may be resolved by mediation or buy-sell mechanisms described herein.
9. Allocation of Profits and Losses; Tax Distributions
Profits and losses of the Company (and all items of income, gain, loss, deduction, and credit) shall be allocated among the Members in accordance with their respective Percentage Interests, subject to the special allocation rules required by IRC Section 704 and the Treasury Regulations thereunder (including minimum gain chargeback, partner nonrecourse debt minimum gain chargeback, qualified income offset, and curative allocations). The Managers (or Members) shall cause the Company to maintain Capital Accounts in accordance with Treas. Reg. § 1.704-1(b)(2)(iv).
Subject to the limitations of the Act and the maintenance of reasonable reserves, the Company shall make tax distributions to each Member within [[Number of Days, e.g. 75]] days after the end of each fiscal year (and estimated quarterly) in an amount equal to the product of (a) the taxable income allocated to such Member for such period and (b) the highest combined marginal federal, state, and local income tax rate applicable to any Member (taking into account the character of income), reduced by any prior distributions. Tax distributions shall be treated as advances against future distributions.
10. Distributions
Subject to the Act (including restrictions on distributions that would render the Company insolvent), the Managers (or Members if member-managed) may, in their sole discretion, cause the Company to make distributions of cash or property to the Members at such times and in such amounts as they determine, in proportion to Percentage Interests (or as otherwise agreed). No distribution shall create a right to receive future distributions of like amount. Distributions shall be made only to Members of record on the date of declaration.
11. Tax Classification; Partnership Representative
The Members intend that the Company be classified as a partnership (or disregarded entity if it has a single Member) for federal and applicable state income tax purposes, unless the Members unanimously elect different treatment (e.g., an election to be taxed as a corporation or S corporation on IRS Form 8832 or 2553). The Members shall designate a Partnership Representative (or Tax Matters Partner) with authority to act on behalf of the Company under IRC Sections 6221-6241 (as amended by the Bipartisan Budget Act of 2015 and subsequent guidance) and corresponding state rules. The Partnership Representative shall keep Members reasonably informed and shall not settle any audit or controversy that would materially adversely affect any Member without consent of Members holding a majority of interests (or as required).
12. Fiscal Year; Accounting; Reports
The fiscal year of the Company shall be the calendar year ending December 31, unless the Members or Managers select a different year permitted by the Code. The Company shall keep complete and accurate books of account on the [[Cash OR Accrual Basis]] method at its principal office. Upon reasonable notice, any Member shall have access to the books and records during normal business hours. Within ninety (90) days after the end of each fiscal year (or such shorter period as required), the Company shall furnish to each Member: (i) a balance sheet and income statement; (ii) Schedule K-1 (or equivalent); and (iii) such other information as may be reasonably requested for tax or financial planning purposes.
13. Confidentiality and Non-Disclosure
Each Member, Manager, and any officer, employee, or agent shall hold in strict confidence all confidential and proprietary information of the Company, including but not limited to customer lists, financial information, trade secrets, business plans, pricing, contracts, methods, and the terms of this Agreement. Disclosure is permitted only (a) to professional advisors bound by confidentiality, (b) as required by law, regulation, or court order (with prior notice to the Company if legally permissible), or (c) with prior written consent of the Managers or Members. This obligation shall survive dissociation or dissolution for a period of [[Confidentiality Survival Period, e.g., five (5) years]] (or perpetually for trade secrets).
14. Transfer Restrictions; Right of First Refusal; Tag-Along and Drag-Along
No Member shall sell, assign, transfer, pledge, hypothecate, encumber, or otherwise dispose of all or any part of its membership interest without the prior written consent of the Managers (or a majority of other Members), which consent may be granted or withheld in their sole discretion, except for Permitted Transfers to a Member's spouse, lineal descendants, or a trust for their benefit (provided the transferor remains liable).
If any Member (a "Selling Member") receives a bona fide written offer from a third party to purchase all or any portion of its interest, the Selling Member shall promptly deliver written notice to the Company and the other Members describing the offer in reasonable detail. The Company (first) and then the other Members (pro rata) shall have a right of first refusal to purchase the offered interest on the same terms and conditions by delivering notice within [[ROFR Exercise Period, e.g. thirty (30)]] days after receipt of the notice.
If a majority of Percentage Interests (the "Dragging Members") agree to sell all of their interests to a third party in a bona fide transaction, the Dragging Members may require all other Members to participate in the sale on the same terms and conditions (drag-along). Conversely, if a Member receives an offer to purchase a controlling interest, the other Members shall have tag-along rights to participate proportionately.
15. Withdrawal; Dissociation; Death or Disability
A Member may withdraw or dissociate from the Company only upon the written consent of Members holding a supermajority of Percentage Interests or upon the occurrence of an event specified in the Act. Upon dissociation (other than in connection with a permitted transfer or dissolution), the dissociating Member shall have only the rights of an assignee and shall be entitled solely to receive distributions to which an assignee would be entitled under the Act and this Agreement. The estate or successor of a deceased or disabled Member shall have the rights of an assignee unless the remaining Members elect to purchase the interest at fair market value (determined by mutual agreement or by appraisal process) within [[Buyout Period]] days. Purchase price may be paid in installments over [[Installment Terms]] with interest at prime rate plus 1%.
16. Dissolution; Winding Up; Liquidation
The Company shall dissolve and its affairs shall be wound up upon the first to occur of: (a) the written consent of Members holding the required supermajority; (b) the entry of a decree of judicial dissolution under the Act; (c) the sale or disposition of substantially all assets and approval of liquidation; or (d) any other event requiring dissolution under the Articles or Act. Upon dissolution, the Managers (or liquidating Members) shall: (i) give notice to creditors; (ii) pay or adequately provide for all debts and liabilities; (iii) establish reserves; and (iv) distribute remaining assets in accordance with positive Capital Account balances (after all allocations) or as required by the Act and Treasury Regulations. A final accounting shall be provided to all Members.
17. Indemnification and Advancement
To the fullest extent permitted by the Act and other applicable law, the Company shall indemnify, defend, and hold harmless each current and former Member, Manager, officer, director, employee, and agent of the Company (each an "Indemnified Person") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or relating to the business or affairs of the Company or such person's service, except for losses arising from such person's gross negligence, bad faith, willful misconduct, or knowing violation of law. The Company may advance expenses to an Indemnified Person upon receipt of an undertaking to repay if ultimately determined not entitled. The Company may purchase and maintain insurance on behalf of any Indemnified Person.
18. Limitation of Liability; Exculpation
Except as otherwise provided by the Act or other mandatory law, no Member or Manager shall be personally liable for any debt, obligation, or liability of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a Member or Manager. A Member or Manager shall not be liable to the Company or other Members for any action or failure to act in the conduct of the Company's business if such person acted in good faith, with the care of an ordinarily prudent person, and in a manner reasonably believed to be in the best interests of the Company. This exculpation shall not apply to breaches of the duty of loyalty or acts involving self-dealing without disclosure and consent.
19. Representations, Warranties, and Acknowledgments of Members
Each Member hereby represents and warrants to the Company and the other Members that: (a) the Member has full legal right, power, and authority to enter into this Agreement and to perform the Member's obligations hereunder; (b) the execution and delivery of this Agreement does not conflict with any other agreement or obligation to which the Member is bound; (c) the Member is acquiring the membership interest for the Member's own account for investment purposes and not with a view to the distribution or resale thereof; (d) the Member has had the opportunity to ask questions of the Company and to review such documents as the Member has deemed appropriate; and (e) the Member is an "accredited investor" or otherwise qualifies under applicable securities laws if required.
20. Amendments; Waivers
This Agreement may be amended, modified, supplemented, or restated only by a written instrument signed by Members holding at least the supermajority Percentage Interests required for the subject matter (or unanimous consent for fundamental changes). No waiver of any provision shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right shall constitute a waiver. Any amendment affecting the rights or obligations of a specific Member disproportionately shall require that Member's consent.
21. Notices
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by certified or registered mail (return receipt requested), (c) sent by nationally recognized overnight courier, or (d) sent by email with confirmation of receipt, addressed to the parties at the addresses set forth on Exhibit A or to such other address as a party may designate by notice. Notice shall be effective upon actual receipt or, if sent by email, upon confirmed delivery during business hours.
22. Governing Law; Venue; Dispute Resolution
This Agreement and the rights of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of New Mexico, without giving effect to any choice or conflict of law provision. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in the County of [[County, New Mexico]], and each party irrevocably submits to the jurisdiction and venue of such courts. Prior to litigation, the parties agree to attempt in good faith to resolve disputes through negotiation or mediation in New Mexico. The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs.
23. Severability; Entire Agreement; Counterparts; Headings
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. This Agreement (including all Exhibits and schedules) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. This Agreement may be executed in one or more counterparts (including by electronic signature or PDF), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Headings are for convenience of reference only and shall not affect interpretation.
24. Miscellaneous Provisions
No party may assign this Agreement or any rights hereunder without the prior written consent of the other parties, except as expressly permitted herein. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship among the Members other than as set forth herein for tax and liability purposes. No third party shall have any rights as a beneficiary except as expressly provided. The Members acknowledge they have been advised to seek independent legal counsel.
25. Signatures
IN WITNESS WHEREOF, the Members have executed this Operating Agreement as of the date first written above.
MEMBERS
Signature: _______________________________________ Date: _______________
Printed Name: [[Member Full Legal Name 1]]
Address for Notices: [[Member 1 Full Address, Email, Phone]]
Percentage Interest: [[XX.XX]]%
Initial Capital Contribution: [[Description and Amount or Fair Market Value]]
Signature: _______________________________________ Date: _______________
Printed Name: [[Member Full Legal Name 2]]
Address for Notices: [[Member 2 Full Address, Email, Phone]]
Percentage Interest: [[XX.XX]]%
Initial Capital Contribution: [[Description and Amount or Fair Market Value]]
(Attach signature pages for additional Members as needed; all signatures incorporated by reference.)
IMPORTANT DISCLAIMER - NEW MEXICO LLC OPERATING AGREEMENT
This document is a customizable template provided strictly for informational, educational, and illustrative purposes. It does NOT constitute legal advice, tax advice, or professional counsel of any kind, and it does not create an attorney-client relationship. The New Mexico Limited Liability Company Act (NMSA 1977, Chapter 53, Article 19) provides default rules that this Agreement is intended to modify or supplement. Tax classification, capital account maintenance, allocation provisions, and securities compliance have significant consequences that vary by facts and circumstances. Members should have this Agreement reviewed by a licensed New Mexico attorney and a qualified tax advisor (CPA or enrolled agent) familiar with multi-member LLCs, Subchapter K, and New Mexico law before signing, funding, or operating under it. Laws, regulations, IRS guidance, and court interpretations change frequently. All numbers, thresholds, periods, and provisions must be verified and tailored to the specific Company, Members, and transaction. The user assumes all risk of use. Neither the author nor any provider of this template shall have any liability for any loss or damage arising from reliance hereon.
Primary Sources / References (as of June 2026): New Mexico Limited Liability Company Act, NMSA 1977 §§ 53-19-1 et seq.; IRS Form 8832 (Entity Classification Election), Form 2553 (S election), and Subchapter K (Partnership Taxation) including IRC §§ 704, 721, 722, 731, 752, and Treas. Reg. § 1.704-1(b); New Mexico Secretary of State business formation requirements; applicable federal and state securities laws. Users must independently confirm all citations and requirements with primary official sources and update for any changes in law or facts.
Exhibit A - Schedule of Members, Capital Contributions, Percentage Interests, and Addresses
| Member Full Legal Name | Notice Address, Email, Phone | Initial Capital Contribution (Cash / Property / Services & FMV) | Percentage Interest / Units | Date of Admission | Capital Account (Initial) |
|------------------------|------------------------------|-----------------------------------------------------------------|-----------------------------|-------------------|---------------------------|
| [[Member 1 Full Name]] | [[Full mailing address, email, telephone]] | [[e.g., $50,000 cash / or description of contributed property with appraised value]] | [[50.00]]% | [[Effective Date]] | $[[amount]] |
| [[Member 2 Full Name]] | [[Full mailing address, email, telephone]] | [[e.g., $50,000 cash / services valued at $XX,XXX]] | [[50.00]]% | [[Effective Date]] | $[[amount]] |
| [[Additional Member(s)]] | [[Addresses]] | [[Contributions]] | [[XX.XX]]% | [[Date]] | $[[amount]] |
Total Percentage Interests: 100.00%
Notes: Capital accounts shall be adjusted for subsequent contributions, allocations, and distributions in accordance with Treas. Reg. § 1.704-1(b)(2)(iv). Attach additional schedules for updated capital accounts after each fiscal year or material event.
Exhibit B - Initial Managers (if Manager-Managed)
| Manager Full Legal Name | Address for Notices | Term / Title | Authority / Limitations |
|-------------------------|---------------------|--------------|-------------------------|
| [[Manager 1 Name]] | [[Address]] | [[Initial / Sole / Managing]] | Full authority per Section 7 |
| [[Manager 2 Name if applicable]] | [[Address]] | Co-Manager | Joint or several as designated |
(If member-managed, this Exhibit may be omitted or marked "Not Applicable - Member-Managed.")
