Llc Operating Agreement Template Nh

OPERATING AGREEMENT OF [COMPANY FULL LEGAL NAME], LLC

Document ID: NH-LLC-OA-[YYYY][MM][DD] Effective Date: [Effective Date] Version: 1.0 Governing Jurisdiction: State of New Hampshire

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LEGAL DISCLAIMER

This Operating Agreement is drafted to comply with the New Hampshire Revised Statutes Annotated (RSA) Chapter 304-C. This document constitutes a legal contract. It is intended for use as a template. Because business requirements, tax implications, and regulatory environments vary significantly, you must consult with qualified legal and tax counsel in New Hampshire before execution to ensure alignment with your specific corporate structure and objectives.

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ARTICLE 1: FORMATION AND GENERAL PROVISIONS

1.1 Formation. The Members have formed a Limited Liability Company ("Company") pursuant to the New Hampshire Limited Liability Company Act. The Articles of Organization were filed with the New Hampshire Secretary of State on [Filing Date].

1.2 Name. The name of the Company is [Company Full Legal Name], LLC.

1.3 Principal Office. The principal office of the Company shall be located at [Principal Address] or such other location as the Members may determine.

1.4 Registered Agent. The registered agent in New Hampshire is [Registered Agent Name], located at [Registered Agent Address].

1.5 Purpose. The Company is formed to conduct any lawful business for which a limited liability company may be organized under New Hampshire law.

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ARTICLE 2: MEMBERSHIP AND CAPITAL CONTRIBUTIONS

2.1 Members. The name and address of each initial Member is set forth in Schedule A.

2.2 Initial Contributions. Each Member shall contribute the amount in USD set forth in Schedule A as their initial capital contribution.

2.3 Additional Contributions. No Member shall be required to make additional capital contributions unless unanimously agreed upon in writing by all Members.

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ARTICLE 3: ALLOCATIONS AND DISTRIBUTIONS

3.1 Profits and Losses. Net profits and net losses shall be allocated to the Members in proportion to their respective Percentage Interests as set forth in Schedule A.

3.2 Distributions. Cash distributions shall be made at such times and in such amounts as determined by the Members, provided that all such distributions comply with RSA 304-C:131.

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ARTICLE 4: MANAGEMENT

4.1 Management Structure. The Company shall be [Member-Managed / Manager-Managed].

4.2 Authority. [If Member-Managed: Each Member has the authority to bind the Company. / If Manager-Managed: The Manager(s) shall have the exclusive authority to manage the business and affairs of the Company.]

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ARTICLE 5: TRANSFER OF INTERESTS

5.1 Restriction on Transfer. No Member may sell, assign, encumber, or otherwise transfer their interest in the Company without the prior written consent of all other Members. Any attempted transfer in violation of this section shall be null and void.

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ARTICLE 6: DISSOLUTION AND TERMINATION

6.1 Events of Dissolution. The Company shall be dissolved upon: (a) the written agreement of all Members; or (b) the entry of a decree of judicial dissolution under RSA 304-C:164.

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ARTICLE 7: INDEMNIFICATION AND LIABILITY

7.1 Limitation of Liability. No Member or Manager shall be liable to the Company or any other Member for any loss, damage, or claim incurred by reason of any act or omission performed in good faith on behalf of the Company.

7.2 Indemnification. The Company shall indemnify, defend, and hold harmless any Member or Manager to the fullest extent permitted by New Hampshire law against all expenses, judgments, and fines incurred in connection with the business of the Company.

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ARTICLE 8: DISPUTE RESOLUTION AND GOVERNING LAW

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire.

8.2 Dispute Resolution. Any dispute arising out of this Agreement shall be submitted to mandatory mediation in [County Name], New Hampshire. If mediation fails, the dispute shall be resolved through binding arbitration administered by the American Arbitration Association.

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ARTICLE 9: MISCELLANEOUS

9.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

9.2 Severability. If any provision of this Agreement is held to be invalid, the remainder of the Agreement shall continue in full force and effect.

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EXECUTION

FOR [COMPANY FULL LEGAL NAME], LLC: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [MEMBER/PARTNER NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Drafting: Open the document in your preferred word processor. Use the "Find and Replace" function to populate all bracketed fields (e.g., [Company Full Legal Name]).
2. Schedule A: Create a separate attachment titled "Schedule A" listing each Member's full legal name, physical address, capital contribution amount, and percentage ownership interest.
3. Verification: Confirm that the name of the LLC matches the name filed with the New Hampshire Secretary of State exactly.
4. Signature Authority: Ensure the signatory is authorized via a Corporate Resolution or the Articles of Organization to sign on behalf of the entity.
5. Execution: Use a secure digital platform like DocuSign or Adobe Sign to capture signatures. Ensure all parties receive a fully executed copy via email for their corporate records.
6. Record Retention: Maintain this Agreement in the company's minute book (physical or digital). It is not required to be filed with the Secretary of State, but it must be kept at the Principal Office for inspection as required by RSA 304-C:30.