Single-Member LLC Operating Agreement Template

This Single-Member Operating Agreement of LLC (hereinafter referred to as the "Agreement") is entered into on   (the "Effective Date") by

 , an individual having their usual place of living at   (the "Member"), as the Member of   LLC (the "Company").

WHEREAS the Member has created the Company under the laws of the State of  ;

WHEREAS the Member has made contributions to the capital of the Company, detailed in Exhibit 1, which is annexed to this Agreement;

NOW, THEREFORE, the Member has agreed as follows:

COMPANY ORGANIZATION

• Establishment. The Member has officially established the Company in conformity with the regulatory framework of the state where the Company was constituted. This Agreement is effective from the date of its endorsement by the Member.
• Purpose. The purpose of the Company is to engage in and conduct any legitimate business or activity that is allowed under the laws of the State of  , subject to the strategic decisions made by the Member.
• Registered agent. The name and location of the Company's registered agent will be stated in the Company's foundational documents.
• Term. The Company is intended to operate indefinitely unless it is dissolved and its operations are formally concluded as prescribed by applicable laws or stipulated in this Agreement.
• Place of business. The Company's principal place of business will be located at  . This place may be altered as deemed appropriate by the Member occasionally.

CAPITAL CONTRIBUTIONS

• Initial capital contributions. Initially, the Member is committed to contributing capital to the Company, as outlined in Exhibit 1. The total value of such contributions, encompassing both property and cash, is  .
• Additional contributions. The Member may augment its capital contribution to the Company's capital as the Member shall determine.

PROFITS, LOSSES, AND DISTRIBUTIONS

• Profits/losses. For the purposes of financial accounting and taxation, the Company shall annually ascertain its net profits or net losses.
• Distributions. The timing of distributions shall be at the discretion of the Member.

MANAGEMENT

• Management of the Company. The Member is responsible for the management of the Company. 
• Manager. The Company's operations shall be managed by one or several Managers. The Member is entitled to elect a Manager or Managers. Among these, one Manager shall be designated by the Member as the Chief Executive Manager. The Manager may be a member or selected from outside. The names and addresses of the Managers are detailed in Exhibit 2 of this Agreement.
• Chief Executive Manager. The Chief Executive Manager is primarily responsible for managing the Company's operational activities and executing the Member's decisions.
• The Member. The Member who does not serve as Manager is excluded from participating in the control, management, direction, or operational activities of the Company and lacks the authority to enter into binding agreements on behalf of the Company. While the managers may consult the Member for advice, they are not obligated to adhere to it.
• Manager's power. The Managers hold comprehensive authority to undertake decisions essential for operating and managing the Company's affairs. This encompasses but is not limited to actions like leasing, selling, exchanging, or otherwise disposing of the Company's assets; acquiring additional assets; managing parts or all of the Company's properties; borrowing money and incurring liabilities and other obligations; initiating and managing bank accounts, conducting transactions therein; hiring employees and agents, determining their remuneration; initiating or engaging in legal proceedings on behalf of the Company; instituting incentive and benefit plans for employees and agents. Moreover, Managers must negotiate and sign all agreements, contracts, documents, and instruments pertaining to the Company's assets. This includes but is not limited to issuing payment orders from the Company's funds, executing promissory notes, loans, security agreements, other similar documents, and any other instruments related to the Company's operations.
• Limitation of liability. Except as legally mandated or explicitly agreed upon, the Member shall not be liable for the Company's actions, debts, or other obligations. The Member's financial responsibility is capped at the level of their individual investment in the Company. Managers will not bear any liability for any action or inaction that, despite potentially leading to losses or damages for the Company or the Member, was done in good faith to promote the Company's best interests.
• Indemnification. The Company commits to defending any individual who is, or is threatened to be implicated as a defendant in any legal, civil, criminal, administrative, or investigative proceedings arising from their association with the Company – be it the Member, Manager, employee, or agent, or someone serving at the Company's request. This indemnity covers all reasonable expenses, including legal fees, judgments, fines, and settlement amounts, incurred in relation to such proceedings, provided it is determined by the Member that the individual acted with integrity, in a manner believed to be in the Company's best interest or not in conflict with it, and in the case of criminal proceedings, had no reasonable basis to believe their conduct was illegal. Regardless of the outcome, the conclusion of any such proceedings does not inherently imply that the individual failed to act with integrity or in the Company's best interest or that they believed their conduct was illegal.
• Company information. Managers must provide data concerning the Company or its operations to the Member upon request. The Member, or its authorized delegate, is entitled to access, inspect, and replicate all company-related documents, records, and materials in the possession of the Managers.
• Expenses. All expenses incurred in connection with the organization of the Company will be paid by the Company. The Company will be paying for all expenses associated with its establishment.
• Professional services. The Company is entitled to obtain legal and accounting services as deemed reasonably necessary for its operational business.

COMPENSATION

• Management fee and salary. Managers who provide services to the Company shall receive remuneration for the services rendered. However, the Member is not entitled to receive a salary for fulfilling its responsibilities stipulated in this Agreement unless such remuneration is expressly sanctioned by the Member in writing.
• Reimbursement. The Company must refund Managers or the Member for any expenses incurred directly from managing the Company.
• Bank accounts. The Company's funds are to be kept strictly in bank accounts under the Company's name, selected by the Member. Withdrawals from these accounts must be strictly for the Company's regular business activities and require the Member's approval.

OWNERSHIP OF COMPANY ASSETS

Assets held by the Company are exclusively owned by the Company as an entity. The Member does not hold a personal ownership interest in these assets. The Company, or nominees appointed by the Member, may hold the title to these assets as deemed appropriate by the Member.

BOOKS, RECORDS, AND ACCOUNTING

• Books and records. The Company is committed to maintaining comprehensive and accurate books and records of its business operations and affairs. These records are to be kept at the Company's registered address. 
• Fiscal year, accounting. The fiscal year for the Company aligns with the calendar year. The Member will decide on the accounting standards and practices to be adhered to by the Company.
• Financial reports. Reports should be distributed annually and promptly following the close of each calendar year. 
• Member's accounts. The Company shall maintain a separate capital account for the Member. This account shall reflect the Member's capital contribution and shall reflect decreases for distributions made to the Member of any of the Company's losses and deductions.

DISSOLUTION

• The Company may be dissolved at any time upon the Member's decision. In the event of dissolution, the Company must settle its debts before distributing any remaining cash, assets, or initial capital back to the Member.
• In the event of the Member's death, the Company will be dissolved. The Member must, through separate written documents, nominate and assign an individual responsible for winding down the Company's affairs and for transferring or distributing the Member's interests and capital account as specified by the Member or as mandated by law.
• If the Member becomes disabled, the Member may either continue to serve as a Manager or designate someone to act in their stead until the Member's interests and capital account have been transferred or distributed.

MISCELLANEOUS PROVISIONS

• Headings. The titles of sections in this Agreement serve solely for organizational and reference purposes and do not influence the interpretation or understanding of any provision in this Agreement.
• Entire agreement. This Agreement, along with its exhibits, constitutes the entire understanding between the Member and the Company. This Agreement overrides and nullifies all previous agreements, whether spoken or written, regarding the matters covered here.
• Severability. If any provision of this Agreement is held to be invalid, the validity and enforceability of the remaining provisions will not be affected.
• Amendment. No modification or alteration is considered valid unless it is documented in writing and signed by the Member.
• Governing law. The terms of this Agreement shall be governed by the laws of the State of  .
• Declaration. The Member acknowledges and affirms their understanding and acceptance of the terms of this Agreement. In good faith, the Member commits to abide by and faithfully execute the terms of this Agreement.

IN WITNESS WHEREOF, the Member has duly affixed its signature and agreed to this Agreement as of  .

________________________

The contribution to the Company's capital is declared to be  . The description and each portion of this contribution are as follows:

Signed on  .

________________________