Restaurant Operating Agreement
This Restaurant Operating Agreement ("Agreement") is made and entered into as of [Date], (the "Effective Date"), by and among [YOUR COMPANY NAME], a Limited Liability Company ("LLC") organized and existing under the laws of the State of [State], with its principal place of business located at [YOUR COMPANY ADDRESS] (the “Company”), and the following members (the "Members"):
[Member Names and Addresses].
Article I: Formation and Name
1.1 Formation
The Members hereby form a limited liability company pursuant to the Limited Liability Company Laws of the State of [State] (the "Act"). The rights and obligations of the Members are as provided in the Act, except as otherwise expressly provided in this Agreement.
1.2 Name
The name of the LLC shall be [YOUR COMPANY NAME] (the "Company"). All business of the Company shall be conducted under that name or such other name as the Members may designate.
Article II: Purpose
The purpose of the Company is to operate a restaurant and any and all activities incidental or related thereto, and engaging in any lawful business for which limited liability companies may be organized under the Act.
Article III: Principal Office
The principal office of the Company shall be located at [YOUR COMPANY ADDRESS], or any other location as determined by the Members.
Article IV: Members and Membership Interests
4.1 Members
The names, addresses, and Membership Interests, expressed as a percentage interest, of the Members are set forth on Exhibit A attached hereto and incorporated herein by reference.
4.2 Membership Interests
The initial Membership Interests of the Members are set forth on Exhibit A. The Membership Interests represent the proportionate ownership interests in the profits, losses, and distributions of the Company.
Article V: Capital Contributions
5.1 Initial Contributions
The Members shall make initial capital contributions to the Company in the amounts set forth on Exhibit B attached hereto and incorporated herein by reference.
5.2 Additional Contributions
No Member shall be required to make any additional capital contributions. However, additional capital contributions may be made at any time as determined by unanimous vote of the Members.
Article VI: Management
6.1 Management
The Company shall be managed by its Members. All decisions relating to the business, affairs, and operations of the Company shall be made by a majority in interest of the Members.
6.2 Meetings
Regular meetings of the Members shall be held at times and places as determined by the Members. Special meetings may be called by any Member upon not less than five (5) days written notice to the other Members.
6.3 Voting
Each Member shall have a vote proportionate to their Membership Interest. Except as otherwise provided in this Agreement, decisions shall be made by a majority vote of the Membership Interests.
Article VII: Distributions
7.1 Distributions of Cash Flow
Distributions of available cash flow shall be made to the Members in proportion to their respective Membership Interests at such times and in such amounts as determined by the Members.
7.2 Allocation of Profits and Losses
Profits and losses of the Company shall be allocated to the Members in accordance with their respective Membership Interests.
Article VIII: Transfer of Membership Interests
8.1 General
No Member shall transfer, sell, assign, pledge, or otherwise dispose of or encumber all or any part of a Membership Interest without the prior written consent of the other Members.
8.2 Right of First Refusal
If any Member desires to transfer all or any part of their Membership Interest, the other Members shall have a right of first refusal to purchase the Membership Interest on the same terms and conditions.
Article IX: Dissolution
9.1 Dissolution Events
The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:
By the unanimous agreement of the Members.
Upon the sale or disposition of all or substantially all of the assets of the Company.
Upon the entry of a decree of judicial dissolution under the Act.
9.2 Winding Up
Upon the dissolution of the Company, the Members shall proceed diligently to wind up the affairs of the Company and distribute its assets.
Article X: Miscellaneous
10.1 Notices
All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, or by a nationally recognized overnight courier, to the other Members at their addresses set forth on Exhibit A.
10.2 Amendments
No amendment or modification of this Agreement shall be valid unless made in writing and signed by all of the Members.
10.3 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.
10.4 Entire Agreement
This Agreement constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written.
IN WITNESS WHEREOF, the Members have executed this Restaurant Operating Agreement as of the Effective Date.
[MEMBER NAME]
[MEMBER ADDRESS]
[Your Name]
[MEMBER NAME]
[MEMBER ADDRESS]
[Member's Name]
[MEMBER NAME]
[MEMBER ADDRESS]
[Member's Name]
Exhibit A: Members
[Member Name, Address, and Membership Interest]
Exhibit B: Initial Capital Contributions
[Member Name and Capital Contribution Amount]
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