Operating Agreement Template Nc

INSTITUTIONAL LIMITED LIABILITY COMPANY OPERATING AGREEMENT

DOCUMENT ID: NC-LLC-OA-2026-V1
EFFECTIVE DATE: [Effective Date]
VERSION: 1.0
GOVERNING JURISDICTION: State of North Carolina (N.C. Gen. Stat. Chapter 57D)

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STATUTORY & LEGAL COMPLIANCE NOTICE

DISCLAIMER: This Operating Agreement template is drafted to comply with the North Carolina Limited Liability Company Act (N.C. Gen. Stat. § 57D-1-01 et seq.). This document is an institutional-grade legal instrument designed for multi-member or single-member limited liability companies. Because corporate structures, tax elections (e.g., S-Corp, C-Corp, Partnership taxation), and capitalization strategies vary significantly based on business requirements, the parties acknowledge that legal and tax counsel should be retained to review final customizations prior to execution. Neither the drafter nor the publisher assumes liability for any legal or financial consequences arising from the modification, execution, or deployment of this template.

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PARTIES & RECITALS

This Limited Liability Company Operating Agreement (the "Agreement") is entered into and made effective as of [Effective Date] (the "Effective Date"), by and among [Company Full Legal Name], a North Carolina limited liability company (the "Company"), and the initial Member(s) set forth on Schedule A attached hereto.

RECITALS

WHEREAS, the Company has been organized as a limited liability company under the North Carolina Limited Liability Company Act by the filing of Articles of Organization with the North Carolina Secretary of State; and

WHEREAS, the Members desire to enter into this operating agreement to govern the internal affairs of the Company, the conduct of its business, and the rights and obligations of its Members and Managers in accordance with the laws of the State of North Carolina.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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ARTICLE I: COMPANY FORMATION & BASIC PROVISIONS

1.1 Formation

The Company was formed as a limited liability company on [Date of Formation] by filing the Articles of Organization with the North Carolina Secretary of State pursuant to the provisions of N.C. Gen. Stat. Chapter 57D.

1.2 Name

The name of the Company is [Company Full Legal Name], or such other name as the Members may unanimously adopt from time to time in compliance with North Carolina law and upon the proper filing of amendments to the Articles of Organization.

1.3 Principal Place of Business

The principal office and place of business of the Company shall be located at [Principal Address], or such other location as the Managers may determine from time to time.

1.4 Registered Agent and Office

The name of the initial registered agent and the address of the initial registered office of the Company in the State of North Carolina shall be:

• Registered Agent Name: [Registered Agent Full Name]
• Registered Office Address: [Registered Office Street Address, City, NC Zip Code]

1.5 Term

The term of the Company shall be perpetual unless and until dissolved in accordance with the provisions of this Agreement or the mandatory provisions of the North Carolina Limited Liability Company Act.

1.6 Purpose and Scope

The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the North Carolina Limited Liability Company Act, and the Company shall possess and may exercise all the powers and privileges granted by applicable law.

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ARTICLE II: CAPITAL CONTRIBUTIONS & CAPITAL ACCOUNTS

2.1 Initial Capital Contributions

Concurrently with the execution of this Agreement, each Member shall contribute to the capital of the Company the cash, property, or services set forth opposite such Member’s name on Schedule A, in the amounts specified therein (the "Initial Capital Contribution").

2.2 Percentage Interests

The ownership interest of each Member in the Company shall be expressed as a percentage (the "Percentage Interest") and shall be set forth opposite such Member’s name on Schedule A. The Percentage Interests of all Members shall aggregate exactly one hundred percent (100%).

2.3 Additional Capital Contributions

No Member shall be required to make any additional capital contributions to the Company beyond their Initial Capital Contribution, except as may be unanimously agreed in writing by all Members. If the Managers determine that additional capital is required to conduct the Company’s business, a capital call notice shall be issued to all Members specifying the total amount required, the purpose, and each Member's pro-rata share based on their current Percentage Interests.

2.4 Failure to Fund Capital Calls

If any Member fails to make an additional capital contribution approved pursuant to Section 2.3 within thirty (30) days of receiving written notice, such non-defaulting Members may elect to advance the required funds as a demand loan to the Company or dilute the defaulting Member's Percentage Interest in strict proportion to the un-funded capital relative to total historical valuations, as determined by a fair market valuation mechanism.

2.5 Capital Accounts

A separate capital account shall be maintained for each Member in accordance with U.S. Treasury Regulation Section 1.704-1(b)(2)(iv). No Member shall be entitled to withdraw any part of their capital account or to receive any distributions except as expressly provided in this Agreement. No Member shall have any liability to restore a negative balance in their capital account upon liquidation or otherwise.

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ARTICLE III: ALLOCATIONS & DISTRIBUTIONS

3.1 Allocation of Profits and Losses

Except as otherwise required by Section 704(c) of the Internal Revenue Code and Treasury Regulations thereunder, all items of Company profit, loss, gain, deduction, and credit shall be allocated among the Members in proportion to their respective Percentage Interests as set forth on Schedule A.

3.2 Distributions of Cash Flow

Net cash flow from operations, as determined by the Managers, shall be distributed at such times and in such amounts as the Managers shall determine, provided that such distributions shall be made to the Members strictly in proportion to their respective Percentage Interests.

3.3 Limitations on Distributions

No distribution shall be made if, after giving effect to the distribution:

1. The Company would not be able to pay its debts as they become due in the usual course of business; or
2. The total assets of the Company would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of Members whose preferential rights are superior to those receiving the distribution.

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ARTICLE IV: MANAGEMENT & GOVERNANCE

4.1 Management Structure

The Company shall be managed by [Select One: One or More Managers / Member-Managed]. If managed by Managers, the business and affairs of the Company shall be managed, operated, and controlled by or under the direction of one or more Managers appointed by the Members.

4.2 Initial Manager(s)

The initial Manager(s) of the Company shall be:

• [Manager Full Name/Entity Name], residing or located at [Manager Principal Address].

4.3 Authority of Managers

Except as otherwise expressly provided in this Agreement, the Managers shall have full, exclusive, and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to bind the Company to contracts and obligations.

4.4 Member Approval Required for Major Actions

Notwithstanding Section 4.3, the Managers shall not take any of the following actions without the affirmative vote, consent, or written approval of Members holding at least [Percentage, e.g., majority / 51% / unanimous] of the Percentage Interests:

1. The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the Company;
2. The merger, consolidation, conversion, or reorganization of the Company with any other entity;
3. The admission of new Members or the issuance of any additional Membership interests;
4. The voluntary filing of a petition for bankruptcy, reorganization, or appointment of a receiver; or
5. The amendment of this Operating Agreement or the Articles of Organization.

4.5 Standard of Care and Fiduciary Duties

Each Manager and Member shall discharge their duties to the Company and the other Members in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Manager or Member reasonably believes to be in the best interests of the Company.

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ARTICLE V: TRANSFERS & RESTRICTIONS ON MEMBERSHIP INTERESTS

5.1 General Restriction on Transfers

Except as expressly permitted by this Agreement, no Member may directly or indirectly sell, assign, transfer, pledge, encumber, hypothecate, or otherwise dispose of (collectively, a "Transfer") all or any part of their Membership Interest without the prior unanimous written consent of all non-transferring Members. Any attempted Transfer in violation of this Section 5.1 shall be null, void ab initio, and of no legal effect.

5.2 Permitted Transfers

A Member may transfer all or part of their Membership Interest without prior Member consent to:

1. A revocable living trust established for the primary benefit of the transferring Member, provided the transferring Member retains sole voting control; or
2. Another existing Member of the Company.

5.3 Right of First Refusal

If any Member desires to accept a bona fide third-party offer to purchase all or any portion of their Membership Interest, such Member (the "Selling Member") shall first give written notice (the "Transfer Notice") to the Company and all other Members. The Transfer Notice shall disclose the identity of the prospective transferee, the purchase price, and all material terms of the offer.

1. The Company shall have the first option, exercisable within thirty (30) days of receipt of the Transfer Notice, to purchase all or part of the Membership Interest on the same terms.
2. If the Company declines, the non-selling Members shall have the secondary option, exercisable within fifteen (15) days thereafter, to purchase their pro-rata share of the Membership Interest.

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ARTICLE VI: DISSOLUTION, LIQUIDATION, & TERMINATION

6.1 Dissolution Events

The Company shall dissolve upon the occurrence of any of the following events:

1. The written determination of all Members to dissolve the Company;
2. The entry of a judicial decree of dissolution under N.C. Gen. Stat. § 57D-6-02; or
3. The bankruptcy, death, resignation, expulsion, or dissolution of a Member, unless the remaining Members representing a majority of the remaining Percentage Interests elect within ninety (90) days to continue the business of the Company.

6.2 Liquidation and Distribution of Assets

Upon dissolution of the Company, the Managers (or a designated liquidating trustee) shall liquidate the assets of the Company as promptly as consistent with obtaining the fair value thereof, and the proceeds shall be applied in the following order of priority:

1. To the payment and discharge of all claims of creditors of the Company, including Members who are creditors, to the extent permitted by law;
2. To the setting up of any reserves which the Managers reasonably deem necessary for contingent or unforeseen liabilities or obligations of the Company; and
3. To the Members in proportion to their positive capital account balances, and thereafter in accordance with their respective Percentage Interests.

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ARTICLE VII: BOOKS, RECORDS, & TAX MATTERS

7.1 Books and Records

The Company shall maintain complete and accurate books and records of its business and financial accounts at its principal place of business. Each Member or their designated representative shall have the right to inspect and copy such books and records during normal business hours for any purpose reasonably related to such Member’s interest as a Member.

7.2 Tax Returns and Fiscal Year

The fiscal year of the Company shall begin on January 1 and end on December 31. The Company shall cause to be prepared and filed all necessary federal, state, and local income tax returns and reports required by law.

7.3 Tax Matters Partner / Partnership Representative

[Member Full Name] is hereby designated as the "Partnership Representative" (as defined in Section 6223 of the Internal Revenue Code) to act on behalf of the Company in all tax audits, proceedings, and controversies with the Internal Revenue Service and state taxing authorities.

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ARTICLE VIII: LIABILITY, EXCULPATION, & INDEMNIFICATION

8.1 Exculpation of Liability

No Manager, Member, or officer of the Company shall be liable to the Company or to any Member for monetary damages for breach of any fiduciary duty or other duty as a Manager or Member, provided that this exculpation shall not apply to the extent required by N.C. Gen. Stat. Chapter 57D in cases of:

1. Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or
2. Any transaction from which the Manager or Member derived an improper personal financial benefit.

8.2 Indemnification

The Company shall indemnify, defend, and hold harmless any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a Manager, Member, officer, employee, or agent of the Company, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, to the fullest extent permitted under North Carolina law.

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ARTICLE IX: GENERAL PROVISIONS

9.1 Amendments

This Agreement may be amended, modified, or changed only by a written instrument executed and delivered by all of the Members.

9.2 Governing Law and Jurisdiction

This Agreement, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement, shall be governed by, enforced under, and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located within [County Name] County, North Carolina.

9.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

9.4 Entire Agreement

This Agreement, together with Schedule A, constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

9.5 Counterparts

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by electronic transmission (including PDF or DocuSign) shall be effective as delivery of a manually executed counterpart.

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SCHEDULE A: MEMBER CAPITAL CONTRIBUTIONS & PERCENTAGE INTERESTS

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EXECUTION & SIGNATURE BLOCKS

IN WITNESS WHEREOF, the parties hereto have executed this Operating Agreement as of the Effective Date first written above.

FOR [PARTY A / COMPANY NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [PARTY B / CLIENT / COUNTERPARTY]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Customization: Open this document in Microsoft Word or Google Docs. Utilize the "Find and Replace" function to populate all bracketed fields (e.g., replace [Company Full Legal Name] with the exact legal name registered with the North Carolina Secretary of State).
2. Schedule A Verification: Ensure that the cash and property values listed in Schedule A accurately reflect initial capitalization, and confirm that all Member Percentage Interests aggregate precisely to 100.00%.
3. Signatory Authority Review: Verify that individuals signing on behalf of corporate entities or LLCs possess active legal authority pursuant to corporate resolutions or organizational documents.
4. Digital Execution: Upload the finalized document into an institutional electronic signature platform (such as DocuSign or Adobe Sign) to capture cryptographically verifiable audit trails.
5. Record Retention: Store the fully executed PDF, along with the original Articles of Organization and stamped state filing receipts, in the Company's official minute book and secure digital document repository.