Operating Agreement Questions

OPERATING AGREEMENT STRUCTURAL & OPERATIONAL QUESTIONNAIRE

DOCUMENT CONTROL

• Effective Date: [Date]
• Document Version: 1.0.0-PROD
• Jurisdiction/Scope: [State of Organization] Limited Liability Company

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1. LEGAL NOTICE & DISCLAIMER

NOTICE: This questionnaire is designed to elicit the precise business, financial, and governance parameters required to draft a legally binding, customized Operating Agreement for a limited liability company. Completion of this document does not constitute legal representation or the formation of an attorney-client relationship. The responses provided herein will serve as the core transactional instructions for corporate legal counsel to draft the formal Operating Agreement pursuant to the Limited Liability Company Act of the designated jurisdiction. Consult qualified legal and tax counsel regarding fiduciary duties, securities compliance, and tax elections (e.g., S-Corp or C-Corp status via IRS Form 8832/2553).

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2. PARTIES & DEFINITIONS

For the purposes of this questionnaire and the resulting Operating Agreement, the following entities and terms are defined as follows:

• "Company" means [Company Name], a [State] limited liability company.
• "Members" means the initial founders, investors, and any future admitted interest holders collectively holding Membership Interests.
• "Manager(s)" means the designated individual(s) or entity(ies) vested with the operational authority to manage the Company.
• "Percentage Interest" means the proportional economic and voting interest held by each Member as set forth in Exhibit A of the definitive Operating Agreement.

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3. OPERATIVE CLAUSES & OPERATIONAL INQUIRIES

Instructions: Complete all sections with absolute legal and financial precision. Where options are provided, select the intended operational mechanism.

SECTION I: FORMATION & GOVERNANCE STRUCTURE

1. Official Entity Name: What is the exact legal name of the Company as filed with the Secretary of State? [Exact Company Name, LLC]
2. Principal Place of Business: What is the physical operational address of the Company? [Street Address, City, State, Zip Code]
3. Registered Agent & Office: Who is the designated Registered Agent for service of process within the state of organization? [Agent Name or Commercial Registered Agent Service, Address]
4. Management Structure: Select the intended governance model:
   • Member-Managed (All Members possess apparent authority to bind the Company)
   • Manager-Managed (Management centralized in designated Manager(s) or Board of Managers)
   • If Manager-Managed, list designated initial Manager(s): [Full Legal Name(s)]
5. Officer Appointments: Does the Company require specific corporate officers (e.g., President, CEO, CFO, Secretary)? If yes, list titles and initial appointees: [Title - Full Legal Name]

SECTION II: CAPITAL CONTRIBUTIONS & OWNERSHIP

6. Initial Capital Contributions: Detail the initial cash, property, or promissory notes contributed by each Member in exchange for their Percentage Interest:
   • Member 1: [Full Legal Name] | Contribution: [$ Amount / Description] | Interest: [ % ]
   • Member 2: [Full Legal Name] | Contribution: [$ Amount / Description] | Interest: [ % ]
7. Additional Capital Calls: If the Company requires further capital, what is the voting threshold required to mandate additional contributions from Members?
   • Unanimous Consent
   • Supermajority ([75% / 66%]
   • Simple Majority ([51%])
   • No mandatory capital calls permitted without individual consent.
8. Dilution Penalties: In the event a Member fails to fund a mandatory capital call, what remedy applies?
   • Dilution of Percentage Interest based on fair market valuation formula.
   • Conversion of unpaid contribution to a demand loan bearing interest at [ % ].
   • Forced buyout by non-defaulting Members.

SECTION III: DISTRIBUTIONS & TAX ALLOCATIONS

9. Distribution Frequency: How and when will net cash flow distributions be authorized and disbursed?
   • Quarterly, subject to maintaining adequate operating reserves.
   • Annually upon finalization of CPA-reviewed year-end financials.
   • Discretionary, determined solely by the Manager(s).
10. Tax Distribution Mandate: Shall the Company make mandatory tax distributions to Members to cover estimated pass-through income tax liabilities resulting from Company allocations?
    • Yes (Calculated at the highest marginal federal, state, and local tax rate)
    • No

SECTION IV: TRANSFERS & LIQUIDITY RESTRICTIONS (BUY-SELL PROVISIONS)

11. Right of First Refusal (ROFR): If a Member wishes to sell their Membership Interest to an outside third party, must they first offer it to the existing Members on the same terms?
    • Yes (Specify ROFR response window: [30 / 60] days)
    • No
12. Transfer Restrictions & Permitted Transfers: Are transfers to immediate family members or revocable living trusts permitted without prior Member approval?
    • Yes
    • No
13. Triggering Events for Buyouts: Upon the occurrence of a triggering event (Death, Disability, Bankruptcy, Divorce/Involuntary Transfer), how is the buyout price of the affected Member’s interest determined?
    • Mutual agreement / Appraised Fair Market Value
    • Formula-based valuation: [Specify Formula, e.g., Multiple of EBITDA / Book Value]
    • Fixed agreed value updated annually in writing

SECTION V: DISSOLUTION & WINDING UP

14. Dissolution Triggers: Beyond judicial dissolution or unanimous consent, what specific events shall trigger the winding up of the Company?
    • Bankruptcy, withdrawal, or expulsion of a Managing Member.
    • Completion of the specific project or expiration of the term set forth in the Articles of Organization.
    • Solely upon the affirmative vote of [ % ] of Percentage Interests.

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4. EXECUTION & ACKNOWLEDGMENT BLOCK

By submitting this completed questionnaire, the undersigned authorized representatives, founders, and equity holders certify that the data provided is accurate, complete, and intended to serve as the definitive instructions for the preparation of the definitive Operating Agreement.

IN WITNESS WHEREOF, the parties have executed this document control questionnaire as of the Effective Date written above.

MEMBER 1: Signature: ____________________________________ Printed Name: [Full Legal Name] Title: [e.g., Managing Member / Founder] Date: [Date]

MEMBER 2: Signature: ____________________________________ Printed Name: [Full Legal Name] Title: [e.g., Member / Investor] Date: [Date]

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5. STEP-BY-STEP EXECUTION GUIDE

1. Complete All Blanks: Ensure every bracketed prompt [...] in Sections II and III is populated with exact legal names, accurate financial figures, and precise governance thresholds.
2. Review with Stakeholders: Circulate the completed questionnaire to all co-founders, equity holders, and financial stakeholders to confirm absolute alignment on equity splits, capital call obligations, and buyout mechanics.
3. Legal Drafting Conversion: Provide this completed document to licensed corporate legal counsel to translate the operational parameters into the definitive, long-form Operating Agreement and associated Exhibits (Exhibit A: Capitalization Table, Exhibit B: Valuation Procedures).
4. Formal Execution: Execute the final long-form Operating Agreement in counterparts (electronic signature via platforms such as DocuSign or wet-ink signatures are acceptable under most state LLC Acts).
5. Corporate Records Maintenance: Store the fully executed Operating Agreement, Articles of Organization, and initial resolutions in the Company's permanent corporate book (digital or physical) at the principal place of business. Do not file the Operating Agreement with the Secretary of State; it remains a private, internal governance document.