Free Single-Member LLC Operating Agreement Template

FORMATION AND NAME

The Company was formed as a limited liability company under the laws of the State of Delaware by filing Articles of Organization (or Certificate of Formation, as applicable) with the appropriate state authority (e.g., in Delaware, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§18-101 et seq.; in states that have adopted a version of the Revised Uniform Limited Liability Company Act (RULLCA), pursuant to that act). The Company shall be known as Brightpath Ventures LLC and may conduct business under that name or any trade name or 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 applicable law. The Company is organized for the purpose of engaging in any lawful business activity permitted under the laws of the State of Delaware. 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 applicable limited liability company act of the State of Delaware. To the extent permitted by 6 Del. C. §18-1101(c) or analogous state law, the Member's fiduciary duties (other than the implied contractual covenant of good faith and fair dealing) may be modified as expressly set forth in this Agreement.

PRINCIPAL OFFICE AND REGISTERED AGENT

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 applicable law by filing the appropriate documents with the state authority.

MEMBERSHIP AND CAPITAL CONTRIBUTION

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.

MANAGEMENT

The Company shall be managed exclusively by the Member. 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.

TAX CLASSIFICATION AND FISCAL YEAR

For federal income tax purposes, the Company shall be classified as a disregarded entity 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. 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.

LIMITED LIABILITY

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 limited liability company structure require the maintenance of proper corporate formalities, including the maintenance of separate bank accounts, the keeping of adequate records, and the holding out of the Company as a separate entity from the Member, to avoid alter-ego or veil-piercing liability under applicable state law. The Member further acknowledges that a creditor of the Member is generally limited to a charging order against distributions from the Member's interest under 6 Del. C. §18-703 and analogous state statutes, but that some jurisdictions (see, e.g., Olmstead v. Federal Trade Commission, 44 So. 3d 76 (Fla. 2010)) have held that the charging-order remedy is not exclusive with respect to single-member LLCs, and that the strength of charging-order protection varies materially among the states.

ADDITIONAL CAPITAL CONTRIBUTIONS

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.

DISTRIBUTIONS

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 Company's state of formation. No distribution shall be made if, after giving effect to the distribution, the Company would not be able to pay its debts as they become due in the ordinary course of business or if the Company's total assets would be less than the sum of its total liabilities. 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.

BANK ACCOUNTS

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 limited liability company structure, and the Member shall take all steps necessary to ensure that such separation is maintained at all times.

BOOKS AND RECORDS

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 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 contribution; and (f) all other records required to be maintained under the laws of the State of Delaware. The books and records shall be maintained at the principal office of the Company and shall be available for inspection by the Member at any reasonable time. 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.

DISSOLUTION AND WINDING UP

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 applicable limited liability company act of the State of Delaware. 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 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 appropriate state authority and take all other actions necessary to terminate the Company's existence. The winding up of the Company's affairs shall be completed as expeditiously as reasonably practicable, and the Member shall use commercially reasonable efforts to maximize the value of the Company's assets during the winding-up process.

TRANSFER RESTRICTIONS

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 applicable state authority; 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.

SUCCESSOR MEMBER PROVISIONS

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 applicable state authority. 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 and to designate a trusted individual to manage the Company's affairs during any transition period.

INDEMNIFICATION

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 against any liability asserted against them in their capacity as member or manager of the Company.

GOVERNING LAW

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 applicable limited liability company act of the State of Delaware, the terms of this Agreement shall control to the fullest extent permitted by law.

GENERAL PROVISIONS

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.