OPERATING AGREEMENT

Operating Agreement

An operating agreement for Northwind Studio, adopted by Acme Co, that sets how the LLC is owned, managed, and wound down.

COMPANY

Northwind Studio

ADOPTING MEMBER

Acme Co

EFFECTIVE DATE

August 18, 2026

Northwind Studio

OPERATING AGREEMENT

Company and Adoption

This operating agreement is adopted for Northwind Studio (the "Company"), a limited liability company organized under the laws of the state named on the acceptance page. It sets the internal rules by which the Company is owned, governed, and operated by its member or members.

ENTITY

LLC

Limited liability company under state law.

MANAGEMENT

Flexible

Member-managed by default; manager-managed if elected below.

TAX

Pass-through

Default tax treatment unless another election is made in writing.

Recitals

The member or members have formed the Company for the lawful purposes described in its formation documents and want to record how ownership, capital, decisions, distributions, and dissolution are handled. This agreement supplements the Company's formation documents; in case of conflict with mandatory provisions of state law, the law governs.

Northwind Studio

OPERATING AGREEMENT

Ownership, Governance and Distributions

The Company operates according to the three articles below. Together they set who owns what, who decides what, and how money flows.

ARTICLE 1 · MEMBERSHIP AND CAPITAL

Membership and capital

Each member's ownership percentage and initial capital contribution is recorded on the schedule attached at the acceptance page. Additional contributions are not required unless agreed in writing by the member or members.

ARTICLE 2 · MANAGEMENT

Management and authority

The Company is member-managed by default, meaning the members hold day-to-day authority. If manager-managed is elected on the acceptance page, one or more managers named there are authorized to act on the Company's behalf.

ARTICLE 3 · DISTRIBUTIONS AND TAX

Distributions and tax

Profits, losses, and distributions are allocated in proportion to membership interest. Distributions are made at least annually, subject to reasonable reserves. The Company is taxed as a pass-through entity unless a different election is made in writing.

Standard commitments

Act in good faith and in the best interests of the Company
Keep Company money and assets separate from personal money and assets
Maintain accurate books, records, and a current membership schedule
Disclose material conflicts of interest before any related decision
Keep the Company's confidential information confidential

Amendments: this agreement can only be amended in writing, signed by all members holding an interest in the Company at the time of the amendment.

Northwind Studio

OPERATING AGREEMENT

Transfers, Buy-Sell and Dissolution

Membership interests are not freely transferable. The rules below cover departures, buy-outs, and closing the Company down cleanly.

Item	Rate	Qty	Amount
Right of first refusal window (days)	30	1	30
Buyout completion window (months)	12	1	12
Valuation review cadence (months)	12	1	12

Transfer Rules

Event	Right	Timing
Voluntary transfer of interest	ROFR to remaining members	30-day window
Death, disability, or bankruptcy	Buyout at agreed valuation	Within 12 months
Withdrawal without consent	Discounted buyout	Per Article 2

Valuation

The members will agree on a valuation methodology within 90 days of signing and review it at least annually. Absent an agreed method, the fair market value at the buyout event is determined by an independent appraiser jointly appointed by the parties.

Dissolution and Winding Up

The Company is dissolved by written consent of the member or members, or by operation of law. On dissolution, assets are used first to pay debts and obligations, then to return capital contributions, then to distribute remaining assets in proportion to membership interest.

Northwind Studio

OPERATING AGREEMENT

Acceptance and Member Schedule

By signing below, each member adopts this operating agreement and confirms the details on the member schedule.

STATE OF FORMATION

e.g. Delaware

MANAGEMENT STRUCTURE

e.g. Member-managed, or Manager-managed by [Name]

I confirm the membership interests and capital contributions on the schedule are accurate.

ADOPTING MEMBER

Sign here

Acme Co

COMPANY (AUTHORIZED SIGNATORY)

Sign here

Northwind Studio

About this template

The Operating Agreement Contract template is a five-page document for putting the arrangement on paper before it starts. It carries a cover, a parties and purpose page with stat cards, a scope or terms section broken into three tracks with obligations, a fees or reference table with a computed total, and an acceptance page with inputs and signatures.

It is intentionally simple: rename what needs renaming in Bonsai, adjust the terms to match your engagement, and set the numbers. Merge fields handle the party names and date, and the last page collects the details you asked for, an authorization checkbox, and both signatures.

Details

Format: Doc · 5 pages

Recipients: Client + Provider

Signature: Client + Provider

Merge fields: Sender, Receiver, Date

Operating Agreement Contract Template

Operating Agreement Contract Template