Operating Agreement Questionnaire

OPERATING AGREEMENT INFORMATION QUESTIONNAIRE

DOCUMENT CONTROL

• Effective Date: [Date]
• Version: 1.0
• Jurisdiction: [State/Province]
• Scope: Limited Liability Company Formation & Governance

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1. OFFICIAL NOTICE AND DISCLAIMER

This document is a confidential information-gathering tool intended solely to facilitate the drafting of a formal Operating Agreement. This document does not constitute legal advice and does not create an attorney-client relationship. Information provided herein will be used to structure contractual obligations between members. Users are advised to consult with qualified legal counsel to ensure compliance with local statutes and tax regulations.

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2. COMPANY IDENTITY & STRUCTURE

1.1 Company Name: [Full Legal Name of LLC] 1.2 Principal Place of Business: [Physical Address] 1.3 Registered Agent: [Full Name and Address] 1.4 Business Purpose: [Specific Description of Activities or "Any lawful business purpose"] 1.5 Fiscal Year-End: [Month/Day]

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3. MEMBERSHIP INTERESTS & CAPITAL CONTRIBUTIONS

3.1 Additional Contributions: Shall members be required to provide further capital upon majority/unanimous vote? [Yes/No] 3.2 Vesting Schedules: Are initial memberships subject to a vesting period? [Yes/No - Detail Schedule]

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4. MANAGEMENT & GOVERNANCE

4.1 Management Structure: [ ] Member-Managed (All members participate in daily ops) [ ] Manager-Managed (Appointed managers/officers operate the entity) 4.2 Voting Rights: (Check one) [ ] Proportional to Ownership [ ] One Member, One Vote 4.3 Decision Thresholds:

• Ordinary Matters: [Majority/Supermajority]
• Extraordinary Matters (Sale of assets, dissolution, amendments): [Unanimous/Supermajority]

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5. DISTRIBUTIONS & TAXATION

5.1 Distribution Frequency: [Monthly/Quarterly/Annually/At Discretion] 5.2 Tax Classification: [ ] Disregarded Entity (Single Member) [ ] Partnership (Multi-Member) [ ] S-Corp Election [ ] C-Corp Election 5.3 Tax Matters Partner: [Name of Individual]

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6. TRANSFER RESTRICTIONS & EXIT STRATEGIES

6.1 Right of First Refusal (ROFR): Does the Company have the right to purchase membership interests before a member transfers to a third party? [Yes/No] 6.2 Buy-Sell Events: Define mandatory triggers for buyout (Death, Disability, Bankruptcy, Withdrawal). 6.3 Valuation Method: [Agreed Fixed Price/Book Value/Independent Appraisal]

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7. EXECUTION BLOCK

The undersigned represent that they have the authority to provide the information above and acknowledge that these terms will form the basis of the binding Operating Agreement for [Company Name].

Member 1: Signature: __________________________ Printed: [Name] Date: [Date]

Member 2: Signature: __________________________ Printed: [Name] Date: [Date]

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8. STEP-BY-STEP EXECUTION GUIDE

1. Drafting Phase: Complete this questionnaire with all founding members. Any disputes regarding management structure or capital contributions must be resolved prior to finalizing the formal Operating Agreement.
2. Attorney Review: Submit this document to your legal counsel to draft the final Operating Agreement tailored to your jurisdiction’s specific LLC Act.
3. Ratification: Once the final Operating Agreement is drafted, have all members sign in the presence of a Notary Public (recommended for audit trails).
4. Corporate Records: Store the original signed agreement in the Company’s "Minute Book." A digital copy must be maintained in the company’s secure cloud repository.
5. Regulatory Filing: If your jurisdiction requires a notice of "Operating Agreement Adoption" or "Statement of Information," file the necessary paperwork with the Secretary of State (or equivalent authority).
6. Enforcement: Refer to Sections 4 (Governance) and 6 (Transfer) during all board meetings or ownership transitions to ensure institutional adherence to the established contract.