MULTIPLE MEMBERS LLC OPERATING AGREEMENT

This Multiple Members LLC Operating Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE INDIVIDUAL] residing at [INSERT ADDRESS OF THE INDIVIDUAL] (hereinafter referred to as the “Member\Members” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

WHEREAS

1. The Members have decided to form a Limited Liability Company (hereinafter referred to as “LLC”) for the purpose of [INSERT PURPOSE OF THE AGREEMENT].
2. The Members have contributed capital and resources for the formation of LLC as mentioned in this agreement, and wishes to establish operating rules and procedures governing the management and operation of the LLC.
3. The Members mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the Members.
4. The Members are duly authorized and have the capacity to enter into this agreement.
5. The Members set forth the following mutual understandings and obligations among themselves with respect to LLC’s structure and operation.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Members have agreed as follows:

1. DEFINITIONS
   1. “Member” shall mean an individual, engaged in operating and establishing the LLC.
   2. “LLC” shall mean a Limited Liability Company registered under the laws of [INSERT COUNTRY OF REGISTRATION OF THE LLC].
   3. "LLC Units" or "Units" means measures of ownership in the LLC. The capital structure of the LLC shall consist of Units all of the same class with equal rights for all purposes under this Operating Agreement.
   4. “Confidential Information” shall mean the any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one Member to the another in connection with the terms and conditions whether in written, oral, electronic, or any other form, and identified as confidential or which the Member should reasonably understand to be confidential.
2. GENERAL PROVISIONS
   1. Formation Of LLC
      1. The Members hereby agree to form LLC under the laws of the State [INSERT STATE OF APPLICABLE LAWS]. The Members shall execute or cause to be executed all other instruments, certificates, notices and documents as may now or hereafter required for the formation.
   2. Name of LLC
      1. The name of the Company shall be [INSERT NAME OF THE COMPANY]. The Company’s name has been checked and reserved with the appropriate state laws and Authorities.
   3. Purpose of LLC
      1. The Purpose of LLC is to engage in lawful business activities or any such other activity as determined by the Members of the Company and permitted under the applicable law.
   4. Location
      1. The Company shall be located at [INSERT ADDRESS OF THE COMPANY] or any other place of business as decided by the Members of the Company. The LLC may establish additional business locations or offices as deemed necessary by the Members.
   5. Registered Agent
      1. The registered agent of the Company for service of process shall be determined by the Members of the Company .The registered agent should be duly authorized to accept legal documents on behalf of the LLC.
   6. Term of LLC
      1. The Company shall commence its operation on [INSERT EFFECTIVE DATE] and shall continue, until dissolved in accordance with the terms of this agreement or as otherwise provided by law.
   7. Company Property
      1. No real or other property of the LLC shall be deemed to be owned by any Member individually, but shall be owned by and title shall be vested solely in the LLC.
3. MEMBERS ROLES AND RESPONSIBILITIES
   1. General Duties
      1. Each Member agrees to act in the best interests of the LLC and to diligently and faithfully perform the following duties. The Members may assign specialized roles and responsibilities to any Member for specific functions or projects, as deemed necessary.
   2.  Meetings and Communication
      1. All Members agree to attend and actively participate in meetings, discussions, and decisions related to the LLC's affairs, and to maintain open and regular communication with fellow Members.
   3. Conflicts of Interest
      1.  Members shall promptly disclose any conflicts of interest that may arise in the course of the LLC's business, and they shall act in accordance with the conflict resolution procedures outlined in this Agreement.
   4.  Liability Limitations
      1.  Members shall not be personally liable for the debts, obligations, or liabilities of the LLC solely by reason of being a Member, except as otherwise provided by law.
   5. Admission of New Member
      1. New Members may be admitted to the LLC with the unanimous consent of the existing Members. The admission of new Members shall be in accordance with the terms specified in this Agreement and shall require the execution of an amendment to this Agreement. Upon admission, new Members shall have the same rights and obligations as the existing Members, and their initial capital contributions shall be as specified in the capital structure section
   6. Access to Books and Records:
      1.  Each Member shall have the right to inspect and copy, at reasonable times and upon reasonable request, the books, records, and financial information of the LLC. This access is granted to the extent required by applicable state laws.
   7. Voting
      1. Each LLC member shall be entitled to vote upon all matters for which LLC members have the right to vote. All LLC member votes shall be tallied by interest under which each member shall be entitled to one vote for each LLC Unit.
      2. Each vote per LLC Unit shall carry the same weight and have the same value, for voting purposes, as every other LLC Unit. Should state law create statutory situations where LLC member votes are to be taken on a one vote per member basis, votes per member (as opposed to per LLC Unit interest) shall be limited to those specific circumstances under which state law requires such a vote.
      3. The following matters require a vote and approval of [PERCENTAGE] of the ownership interests of the LLC: a. Sale, lease, or transfer of substantially all of the LLC's assets. b. Merger or consolidation of the LLC with another entity. c. Amendments to this Operating Agreement. d. Admission or withdrawal of Members. e. Dissolution or liquidation of the LLC. f. Any other matter determined by the Members to be a major decision.
      4.  Members may vote in person or by proxy. Proxies shall be in writing and signed by the absent Member. No Member shall hold more than one proxy vote.
      5. In lieu of a meeting, decisions may be made by written consent signed by Members holding the required percentage of ownership interests, as specified in this Agreement or by law.
   8.  Confidentiality 
      1. Members agree to keep all financial and operational information obtained through the inspection of books and records confidential and not to use such information for any unauthorized purposes.
4. CAPITAL STRUCTURE
   1. Capital
      1. The name, initial capital contribution, of the Members are set forth in the below table, which shall be amended from time to time to reflect the admission of new Members.
         1. MEMBER 1- [INSERT INITIAL CAPITAL CONTRIBUTION] [INSERT LLC UNITS]
         2. MEMBER 2- [INSERT INITIAL CAPITAL CONTRIBUTION] [INSERT LLC UNITS]
      2. The Members shall complete their initial capital contributions to the capital contributions to the LLC within [INSERT NUMBER OF DAYS] days of the date of this agreement unless another date is agreed upon in writing by all the LLC Members. Any Member who fails to make the required initial capital contribution as set forth in this paragraph shall indemnify all other Members of the LLC for any losses or expenses (including reasonable attorney’s fees) that are caused by the failure to make the initial capital contribution as set forth herein.
   2. Additional Capital Structure
      1. The Members may be required to make additional capital contribution. Such contributions shall be requested with [INSERT NOTICE PERIOD FOR ADDITIONAL CAPITAL] prior to written notice.
   3. Form of Capital
      1. Capital contributions may be made in the form of Cash, Cheque, property or services as determined by the members and in compliance with applicable laws.
   4. Withdrawal of Initial Capital
      1. The initial capital contributions made by the Members shall be considered permanent and irrevocable. There shall be no provision for the withdrawal of initial capital contributions, except as provided for under applicable state law or with unanimous consent of all Members. Members shall have no right to demand or expect a return of their initial capital contributions under any circumstances, except as mandated by law. The LLC shall not be liable to any Member for the return of their initial capital contribution. Members understand and agree that their initial capital contributions are at risk and may be used in the operation and growth of the LLC.
5. ALLOCATIONS AND DISTRIBUTIONS
   1. Profits and Losses
      1. As per the applicable Company’s Laws, profits and losses of the LLC shall be allocated among the Members in proportion to their respective ownership interests, as mentioned in this agreement. After the allocation of profits and losses, any remaining profits shall be distributed to the Members in proportion to their ownership interests or as otherwise agreed upon by the Members.
   2. Priority of Distributions
      1. In the event of liquidation or dissolution, distributions shall be made in the following order of priority:
         1. To creditors of the LLC to the extent required by law.
         2. To Members to repay any outstanding capital contributions.
         3. To Members in accordance with their respective ownership interests.
6. TRANSFER OF LLC
   1. Transfer of LLC Units
      1. No Member shall transfer, sell, assign, pledge, grant or otherwise dispose of their ownership interest in the LLC to any third party without the prior written consent of the majority vote of the other Members. Any attempted transfer without such consent shall be null and void.
      2. Before transferring the Interest to a third party, the Member seeking to transfer shall first offer to sell the Interest to the other Members on the same terms and conditions offered by the third party.
7. WITHDRAWAL, DEATH AND REMOVAL OF A MEMBER
   1. Withdrawal of a Member
      1. A member may voluntarily withdraw from the LLC by providing written notice to the other members at least [INSERT NOTICE PERIOD TO WITHDRAW FROM LLC] in advance. In this notice, the withdrawing Member shall state an effective date for his or her withdraw and said date must be at least [INSERT MENTIONED DATE OF WITHDRWAL OF THE MEMBER] days after delivery of notice to all other LLC members and be the last day of a month (i.e., the 30th or the 31st). Upon receipt of said notice, the LLC Members shall promptly take any vote required under this agreement for withdrawal of a Member and, if the vote is in a sufficient affirmative percentage as called for under this agreement, the remaining LLC members shall cause a reasonably prompt preparation of financial statements for the LLC as of the effective date of withdrawal for said Member.
      2. Upon withdrawal, the withdrawing Member shall receive, in exchange for his or her LLC Units, the Withdrawal Compensation Amount to be paid within 1 year of the effective date of the Member's withdrawal. The "Withdrawal Compensation Amount" is defined herein as [INSERT WITHDRAWAL COMPENSATION AMOUNT PERCENTAGE]% of the withdrawing member's capital account.
      3. Any withdrawing LLC member possessing a negative capital account upon the effective date of withdrawal shall have a duty to repay the negative balance of his or her capital account to the LLC upon withdrawal.
      4. Upon withdrawal, the withdrawing Member shall have no continuing obligations to the LLC other than pursuant to state law, this Agreement or other applicable laws or such obligations as expressly assumed by such Members.
   2. Death of a Member
      1. In the event of the death of a Member, their ownership interest shall be transferred to their legal heirs, beneficiaries, or personal representatives. The transferee(s) shall be subject to the same terms and conditions as the deceased Member, and the LLC shall recognize and admit the transferee(s) as Members upon presentation of legally required documentation.
      2. The legal heirs, beneficiaries, or personal representatives shall have the option to sell the deceased Member's ownership interest to the LLC at a fair market value determined as of the end of the fiscal year in which the death occurred. The sale shall be completed within [INSERT TIME PERIOD TO SELL OWNERSHIP OF DECEASED MEMBER] following the date of the Member's death.
      3. The legal heirs, beneficiaries, or personal representatives of the deceased member shall have no continuing obligations to the LLC other than pursuant to state law, this Agreement or other applicable laws.
   3. Removal of a Member
      1. A Member may be removed from the LLC by unanimous consent of the other Members, provided there is good cause for removal, such as a material breach of this Agreement, gross negligence, or other actions deemed detrimental to the LLC. The removal shall be effective as of the date of the unanimous vote.
      2. Upon the affirmative Supermajority vote in interest of LLC Members to remove a Member, the remaining LLC members shall cause a prompt preparation of financial statements for the LLC as of the end of the month in which the resolution was passed by the LLC Members removing said Member and this shall be the effective date of removal for the Member for accounting purposes only under this agreement.
      3. Upon removal of a Member, the LLC shall purchase the removed Member's ownership interest at a fair market value determined as of the end of the fiscal year during which the removal occurs. The purchase shall be completed within [INSERT TIME PERIOD OF SELLING MEMBERSHIP OF REMOVED MEMBER OF LLC] following the effective date of removal.
8. DISSOLUTION OF THE COMPANY
   1. Dissolution
      1. The LLC shall be dissolved upon the occurrence of the following event (hereinafter, a "Liquidation Event"): a Supermajority vote in interest of Members to dissolve the LLC. Despite any provision of state law to the contrary, no other event−−including (but not limited to) the withdrawal, removal, death, insolvency, liquidation, dissolution, expulsion, bankruptcy, or physical or mental incapacity of a Member shall cause the existence of the LLC to terminate or dissolve.
   2. Liquidation.
      1. Should a Liquidation Event occur, the LLC shall then be liquidated and its affairs shall be wound up−−including preparation of final financial statements and an accounting−−by (or at the direction of) the LLC Members. All proceeds from the liquidation shall be distributed in accordance with state law, and all LLC Units shall, thereafter, be canceled. Distributions to the Members shall be made in accordance, and proportion, with the Members' relative Capital Account balances.
         1. Final distributions to Members shall not be made until all liabilities have been satisfied and any contingent claims against the LLC have been resolved.
         2. Upon the completion of the liquidation and distribution of the LLC's assets, the LLC shall be terminated and the Managers shall cause the Company to execute and file a certificate of cancellation in accordance with state law.
9. INDEMNIFICATION
   1. Except as otherwise provided in this Section, the LLC shall indemnify any Member (and may indemnify any employee or agent) of the LLC who was or is a party or is threatened to be made a party to a potential, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, other than an action by or in the right of the LLC, by reason of the fact that such person is or was a Member, Manager, employee or agent of the LLC. Indemnification shall be limited to expenses, including attorney's fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, if, and only if, the person acted in good faith, with the care an ordinary prudent person in a like position would exercise under similar circumstances. For persons other than Members or Managers of the LLC, indemnification shall only be made after an affirmative vote of a majority in interest of LLC Members.
10. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the Members and shall be considered sent when the email is sent to the correct email address of the Member or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the Member for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
    2. The addresses for notices of the Members shall be as follows;
       1. If to the Member1: [INSERT EMAIL ID OR/AND ADDRESS]
       2. If to the Member2: [INSERT EMAIL ID OR/AND ADDRESS]
    3. Either member may change its address/email address for notices and other communications upon notice to the other Member in the manner aforesaid.
11. DISPUTE RESOLUTION
    1. The Members shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Members hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
12. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
13. DECLARATION
    1. Each of the Members hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Company

Name: [INSERT NAME OF THE COMPANY/SIGNING AUTHORITY

Signature:

Date: [INSERT SIGNING DATE OF THE COMPANY]

Signed, sealed and delivered on behalf of Member 1

Name: [INSERT NAME OF MEMBER 1]

Signature: 

Date: [INSERT SIGNING DATE OF MEMBER 1]

Signed, sealed and delivered on behalf of Member 2

Name: [INSERT NAME OF MEMBER 2]

Signature: 

Date: [INSERT SIGNING DATE OF MEMBER 2]