Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
Recitals
This Real Estate Operating Agreement ("Agreement") is made and entered into on this {{date}} by and among the undersigned parties (collectively, the "Members" and individually, a "Member").
WHEREAS, the Members desire to form a {{entity_type}} (e.g., Limited Liability Company, Partnership) for the purpose of acquiring, owning, operating, managing, and disposing of real estate properties as more fully described herein.
WHEREAS, the Members agree to be bound by the terms and conditions set forth in this Agreement governing the operations of the {{entity_type}}.
Purpose of the Entity
The purpose of the {{entity_type}} is to engage in any lawful act or activity for which {{entity_type}}s may be organized under the laws of {{jurisdiction}}, including, but not limited to, the acquisition, development, management, leasing, encumbering, and disposition of real estate properties located at {{property_address}} or as otherwise agreed upon by the Members.
Capital Contributions and Ownership Interests
Each Member shall contribute to the {{entity_type}} capital in the amounts or in kind as set forth in Schedule A attached hereto. Ownership interests shall be proportional to capital contributions, unless otherwise agreed in writing by all Members.
No Member shall be required to make any additional capital contributions without the express written consent of all Members.
Management and Voting
The business and affairs of the {{entity_type}} shall be managed by {{management_structure, e.g., a Manager, all Members}}. The initial {{manager_or_members}} shall be {{name_of_manager_or_initial_members}}.
Decisions regarding the {{entity_type}}'s business shall require a {{voting_percentage}}% vote of the Members, unless otherwise specified herein. Each Member shall have voting power proportional to their ownership interest.
Distributions
Net cash flow from the {{entity_type}}'s operations shall be distributed to the Members in proportion to their ownership interests, at such times as determined by the {{management_structure}}, but not less frequently than {{frequency, e.g., quarterly, annually}}.
Distributions shall be made after all operating expenses, debt service, and reserves have been satisfied.
Transfer of Interests
No Member shall transfer, assign, or encumber their interest in the {{entity_type}} without the prior written consent of all other Members. Any attempted transfer without such consent shall be null and void.
In the event a Member desires to sell their interest, they must first offer it to the other Members under the same terms and conditions as offered to a third party.
Dissolution of the Entity
The {{entity_type}} shall be dissolved upon {{event_of_dissolution, e.g., the unanimous agreement of all Members, the sale of all properties, a specific date}}.
Upon dissolution, the assets of the {{entity_type}} shall be liquidated, and the proceeds distributed to the Members in the following order: (i) to satisfy outstanding debts and liabilities, (ii) to repay capital contributions, and (iii) the remainder in proportion to ownership interests.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of {{jurisdiction}}.
Signatures
IN WITNESS WHEREOF, the undersigned Members have executed this Real Estate Operating Agreement as of the date first above written.
_____________________________
{{Member_Name_1}}
_____________________________
{{Member_Name_2}}
_____________________________
{{Member_Name_3}} (if applicable)
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