Free Single-Member LLC Operating Agreement Template

OPERATING AGREEMENT

Brightpath Ventures LLC — Single-member LLC — State Of Formation: Delaware

COMPANY INFORMATION

This Operating Agreement (this "Agreement") of Brightpath Ventures LLC, a Delaware limited liability company (the "Company"), is entered into and adopted effective as of January 15, 2026 by Alexandra R. Chen (the "Member"), the sole member of the Company. The Member hereby establishes this Agreement to set forth the operating procedures, management structure, financial provisions, and governance of the Company in accordance with Delaware Limited Liability Company Act, 6 Del. C. §§18-101 et seq..

The Company was formed as a limited liability company under Delaware Limited Liability Company Act, 6 Del. C. §§18-101 et seq. by filing the Articles of Organization (or Certificate of Formation, as the formation state designates) with the Secretary of State of Delaware. The Company shall be known as Brightpath Ventures LLC and may conduct business under that name or any assumed name that the Member may select from time to time in compliance with applicable law. The Company shall have perpetual existence unless dissolved in accordance with this Agreement or the Delaware LLC Act. The Company is organized for any lawful business activity permitted under the Delaware LLC Act. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and, to the extent not inconsistent with this Agreement, by the Delaware LLC Act. To the fullest extent permitted by the Delaware LLC Act (and, where applicable, 6 Del. C. §18-1101(c) for Delaware LLCs), this Agreement is intended to give maximum effect to the principle of freedom of contract and the enforceability of this Agreement.

The principal office of the Company shall be located at 1234 Commerce Blvd, Suite 200, Wilmington, DE 19801, or at such other place as the Member may designate from time to time. The Company may maintain additional offices or places of business as the Member may deem necessary or desirable for the conduct of the Company's affairs. The registered agent for service of process upon the Company in the State of Delaware shall be National Registered Agents Inc., located at 160 Greentree Dr, Suite 101, Dover, DE 19904. The Member may change the registered agent or registered office from time to time in accordance with the Delaware LLC Act by filing the appropriate documents with the Secretary of State. Pursuant to 6 Del. C. §18-104, as amended by Delaware Senate Bill 98 (effective August 1, 2025), the registered agent may not perform its duties solely through a virtual office or mail-forwarding service; the registered office must be a physical street address in Delaware at which the registered agent is generally present during normal business hours.

The Member is the sole member of the Company and holds one hundred percent (100%) of the total membership interest in the Company. The Member has made an initial capital contribution to the Company in the amount of 50,000.00 USD. The Member's capital account shall be credited with the amount of the initial capital contribution and shall be adjusted from time to time in accordance with generally accepted accounting principles. No interest shall accrue on or be payable with respect to the Member's capital contribution. The Member shall not be obligated to make any additional capital contributions to the Company beyond the initial contribution, except as the Member may voluntarily elect to contribute from time to time. The Member shall not be entitled to withdraw any portion of the capital contribution except upon dissolution and winding up of the Company or as otherwise provided in this Agreement.

The Company shall be member-managed and shall be managed exclusively by the Member, in accordance with the Delaware LLC Act. The Member shall have full, exclusive, and complete authority and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding the Company, and to do any and all acts necessary, appropriate, proper, advisable, incidental, or convenient to the exercise of such authority. Without limiting the generality of the foregoing, the Member shall have the authority to: (a) execute, deliver, and perform all contracts, agreements, instruments, and other documents on behalf of the Company; (b) open, maintain, and close bank accounts and draw checks or other orders for the payment of money on behalf of the Company; (c) hire, terminate, and manage employees, independent contractors, and agents of the Company; (d) acquire, hold, manage, lease, sell, transfer, convey, assign, pledge, mortgage, or dispose of any real or personal property of the Company; (e) borrow money on behalf of the Company and pledge Company assets as collateral; (f) commence, prosecute, settle, or defend legal proceedings on behalf of the Company; and (g) take any and all other actions that the Member deems necessary or appropriate for the conduct of the Company's business.

For federal income tax purposes, the Company shall be classified as a disregarded entity separate from its owner pursuant to Treasury Regulation §301.7701-3 (the "check-the-box" regulations). All items of income, gain, loss, deduction, and credit of the Company shall be reported on the Member's personal federal income tax return on Schedule C (or, for rental activity, Schedule E). The Member acknowledges that net earnings from self-employment derived from the Company's trade or business are subject to self-employment tax under IRC §§1401 and 1402. The Member further acknowledges that, although a disregarded entity for federal income tax purposes, the Company is treated as a SEPARATE ENTITY for federal employment-tax purposes under 26 C.F.R. §301.7701-2(c)(2)(iv)(A) (effective for wages paid on or after January 1, 2009); accordingly the Company (not the Member individually) is the employer of record for FICA, FUTA, and federal income-tax withholding purposes. If a second member is admitted in the future, the Company will be treated as converting from a disregarded entity to a partnership for federal tax purposes pursuant to IRS Rev. Rul. 99-5. The fiscal year of the Company shall end on December 31 of each calendar year. The Company shall maintain accurate books and records of account in accordance with the cash basis method of accounting, consistently applied, and shall retain such records for the period required by applicable law. The Member shall be responsible for ensuring that all required federal, state, and local tax returns are filed on a timely basis and that all taxes owed by the Company are paid when due.

The Member shall not be personally liable for any debts, obligations, or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a member of the Company. The Member's liability shall be limited to the extent of the Member's capital contribution to the Company and the Member's share of any undistributed profits of the Company, except as otherwise required by applicable law. The Company shall maintain its separate identity at all times and shall not commingle Company funds with the personal funds of the Member. The Member acknowledges that the limited-liability protections afforded by the LLC structure require the maintenance of proper corporate formalities — including the maintenance of separate bank accounts, the keeping of adequate records, the holding out of the Company as a separate entity from the Member, the use of Company contracts in the Company's name, and the documentation of capital contributions and distributions — to avoid alter-ego or veil-piercing liability under applicable state law. A judgment creditor of the Member shall have, as the sole and exclusive remedy with respect to the Member's Membership Interest, a charging order against distributions otherwise payable to the Member, in accordance with 6 Del. C. §18-703. The charging order shall not entitle the creditor to become a member, to participate in management, to vote, to inspect books and records, or to force a sale or foreclosure of the Membership Interest.

The Member may, at the Member's sole discretion, make additional capital contributions to the Company from time to time as the Member deems necessary or appropriate for the conduct of the Company's business. Any additional capital contribution shall be documented in writing and shall be credited to the Member's capital account. The Member shall not be required or obligated to make any additional capital contributions beyond the initial capital contribution. The Company shall not borrow funds from the Member except pursuant to a written loan agreement setting forth the terms of repayment, interest rate (if any), and other relevant terms. Any loans from the Member to the Company shall not be treated as capital contributions unless the Member expressly designates them as such in writing.

The Company shall make distributions to the Member on a quarterly basis, or at such other times as the Member may determine, in amounts determined by the Member in the Member's sole discretion. Prior to making any distribution, the Company shall retain 10% of net profits as an operating reserve fund to provide for working capital, contingencies, and future business needs. The reserve fund shall be maintained in a separate account or clearly identified on the Company's books and records. Distributions shall be made only to the extent that the Company has sufficient cash flow and retained earnings to make such distributions without impairing the Company's ability to meet its obligations as they become due. The Member shall ensure that all distributions comply with applicable law, including any restrictions on distributions imposed by the Delaware LLC Act that would otherwise render the Company insolvent. The Member acknowledges that distributions may have tax consequences and shall consult with a qualified tax advisor regarding the tax treatment of all distributions received from the Company.

The Company shall maintain one or more separate bank accounts in the name of the Company at a federally insured financial institution selected by the Member. All Company funds shall be deposited into Company bank accounts and shall not be commingled with the personal funds of the Member or any other person or entity. The Member shall be the sole authorized signatory on all Company bank accounts, unless the Member designates additional authorized signatories in writing. The Company shall maintain accurate records of all deposits, withdrawals, and transfers relating to Company bank accounts. The separation of Company funds from personal funds is essential to maintaining the limited-liability protections afforded by the Delaware LLC Act, and the Member shall take all steps necessary to ensure that such separation is maintained at all times. Commingling of Company and personal funds is a primary basis for alter-ego veil piercing under the applicable state's common-law doctrine.

The Company shall maintain complete and accurate books and records of account using the cash basis method of accounting. The books and records shall include, without limitation: (a) a current list of the name and address of the Member; (b) copies of the Company's Articles of Organization (or Certificate of Formation) and all amendments thereto; (c) copies of all federal, state, and local income tax returns and financial statements of the Company for the three most recent fiscal years; (d) copies of this Operating Agreement and all amendments thereto; (e) a record of the Member's capital contributions and distributions; and (f) all other records required to be maintained under the Delaware LLC Act. The books and records shall be maintained at the principal office of the Company. The Company shall prepare or cause to be prepared annual financial statements, including at minimum a balance sheet, income statement, and statement of cash flows, within ninety (90) days following the end of each fiscal year.

The Company shall be dissolved upon the occurrence of any of the following events: (a) the written decision of the Member to dissolve the Company; (b) the death, permanent incapacity, or legal incompetence of the Member, unless a successor member is admitted in accordance with the succession provisions of this Agreement; (c) the filing of a petition for bankruptcy by or against the Company under Title 11 of the United States Code, if such petition is not dismissed within ninety (90) days of filing; (d) the entry of a decree of judicial dissolution by a court of competent jurisdiction under the Delaware LLC Act. Upon dissolution, the Member (or, if the Member is unable to act, a person designated by the Member or appointed by a court of competent jurisdiction) shall wind up the affairs of the Company in accordance with the Delaware LLC Act. In winding up, the Company shall: (i) collect all assets and receivables of the Company; (ii) pay or provide for the payment of all debts, liabilities, and obligations of the Company to creditors in the order of priority established by applicable law; (iii) distribute any remaining assets to the Member; and (iv) file a Certificate of Cancellation (or Articles of Dissolution, as applicable) with the Secretary of State of Delaware. The winding up of the Company's affairs shall be completed as expeditiously as reasonably practicable.

The Member may not sell, assign, transfer, pledge, hypothecate, or otherwise dispose of all or any portion of the Member's membership interest in the Company except in compliance with this Agreement and all applicable federal and state securities laws, including the Securities Act of 1933 (15 U.S.C. §§77a et seq.) and applicable state blue-sky statutes. Any purported transfer of a membership interest in violation of this Section shall be null and void and of no force or effect. In the event that the Member desires to transfer all or any portion of the membership interest, the Member shall ensure that: (a) the proposed transferee executes a written instrument agreeing to be bound by all terms and conditions of this Agreement; (b) the transfer complies with all applicable federal and state securities laws and regulations; (c) all necessary amendments are filed with the Delaware LLC Act; and (d) the Company's books and records are updated to reflect the transfer. The Member acknowledges that the admission of a second member will cause the Company to be reclassified for federal tax purposes from a disregarded entity to a partnership as of the date of admission, pursuant to IRS Rev. Rul. 99-5, and shall consult with a qualified tax advisor prior to any transfer.

In the event of the death, permanent incapacity, or legal incompetence of the Member, the Member's membership interest in the Company shall pass to the Member's heirs, devisees, personal representatives, or other successors in interest (collectively, the "Successor") as determined by the Member's will, trust, or applicable law of intestate succession. The Successor shall be admitted as a substituted member of the Company upon: (a) the Successor's written acceptance of and agreement to be bound by all terms and conditions of this Agreement; (b) compliance with all applicable transfer restrictions and securities laws; and (c) the filing of any required amendments with the Secretary of State of Delaware. Until the Successor is admitted as a substituted member, the Successor shall have the rights of an assignee only, including the right to receive distributions but not the right to participate in the management or control of the Company. If no Successor is admitted within one hundred eighty (180) days following the event giving rise to the succession, the Company shall be dissolved in accordance with the dissolution provisions of this Agreement. The Member is strongly encouraged to maintain a current estate plan that specifically addresses the disposition of the membership interest.

The Company shall indemnify, defend, and hold harmless the Member and the Member's heirs, executors, administrators, personal representatives, and successors (collectively, the "Indemnified Parties") from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or relating to: (a) any act or omission of the Member in connection with the management or operation of the Company, provided that such act or omission was performed in good faith and was reasonably believed by the Member to be in the best interests of the Company; (b) the Member's status as a member or manager of the Company; or (c) any claim, demand, action, suit, or proceeding brought against any Indemnified Party by reason of the Indemnified Party's relationship with the Company. The indemnification provided in this Section shall not apply to any loss, liability, damage, cost, or expense resulting from the Member's willful misconduct, gross negligence, fraud, or knowing violation of law. The Company may advance reasonable attorneys' fees and costs to the Member in connection with any indemnifiable claim, subject to the Member's written undertaking to repay such advances if it is ultimately determined that the Member is not entitled to indemnification. The Company may purchase and maintain insurance coverage for the benefit of the Indemnified Parties.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. To the extent that any provision of this Agreement is inconsistent with the Delaware LLC Act, the terms of this Agreement shall control to the fullest extent permitted by law.

Entire Agreement: This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral. Amendment: This Agreement may be amended only by a written instrument executed by the Member. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. Headings: The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of any provision. Binding Effect: This Agreement shall be binding upon and inure to the benefit of the Member and the Member's heirs, executors, administrators, personal representatives, successors, and assigns. Counterparts: This Agreement may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, the undersigned Member has executed this Operating Agreement effective as of the date first written above.