S Corp Operating Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

I. Introduction and Formation

This Operating Agreement (the “Agreement”) is made and entered into effective as of {{effective_date}} by and among the undersigned members (the “Members”) of {{company_name}} (the “Company”), a corporation duly organized and existing under the laws of {{jurisdiction}}.

The purpose of this Agreement is to set forth the respective rights, duties, and obligations of the Members concerning the Company's business and affairs, and to provide for the management and operation of the Company as an S Corporation.

II. Capital Contributions and Ownership

Each Member shall contribute to the capital of the Company in the amounts and forms set forth in Schedule A attached hereto. All contributions shall be recorded in the Company’s books and records.

The ownership interest of each Member shall be represented by shares of common stock, and the percentage ownership of each Member shall be calculated based on their number of shares relative to the total issued shares of the Company.

III. Management and Voting Rights

The business and affairs of the Company shall be managed by a Board of Directors (the “Board”) elected by the Members. The initial Board shall consist of {{number_of_directors}} directors.

Each Member shall be entitled to one vote for each share of stock held on all matters submitted to a vote of the Members. Decisions requiring Member approval shall be made by a {{percentage_for_approval}}% majority vote, unless otherwise specified herein or by law.

IV. Distributions and Allocations

Distributions of profits and losses shall be made to Members pro rata in accordance with their respective ownership interests, subject to the availability of funds and at the discretion of the Board.

All allocations of income, gain, loss, deduction, and credit shall be made in a manner consistent with the provisions of Subchapter S of the Internal Revenue Code of {{year}} and applicable tax laws of {{jurisdiction}}.

V. Transfer of Membership Interests

No Member shall sell, assign, transfer, encumber, or otherwise dispose of all or any part of their shares in the Company without the prior written consent of the other Members, or in accordance with the terms of a separate Shareholder Agreement.

Any permitted transfer of shares must comply with all applicable securities laws and the requirements for maintaining S Corporation status.

VI. Dissolution of the Company

The Company shall be dissolved upon the occurrence of any of the following events: (a) the written agreement of all Members; (b) the sale of all or substantially all of the Company's assets; or (c) as otherwise provided by law.

Upon dissolution, the Company's assets shall be liquidated, and the proceeds distributed to creditors and then to Members in proportion to their ownership interests.

VII. Indemnification

The Company shall indemnify and hold harmless its Directors, Officers, and Members to the fullest extent permitted by applicable law against any and all liabilities, costs, and expenses incurred as a result of their actions performed in good faith on behalf of the Company.

VIII. Miscellaneous Provisions

This Agreement constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral.

This Agreement may only be amended or modified by a written instrument executed by all Members.

This Agreement shall be governed by and construed in accordance with the laws of {{jurisdiction}}.

IX. Signature Block

IN WITNESS WHEREOF, the parties have executed this S Corporation Operating Agreement as of the date first written above.

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{{member_name_1}}

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{{member_name_2}}

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{{member_name_3}}

Date: {{signature_date}}