LLC - SINGLE MEMBER OPERATING AGREEMENT
SINGLE MEMBER OPERATING AGREEMENT
OF
[STULAK TRANSACTING LLC]
A [NEW JERSEY] Limited Liability Company
THIS OPERATING AGREEMENT (“Agreement”) is made and entered into as of [JUNE 21 2023], on behalf
of [STULAK TRANSACTING LLC], a single-member Limited Liability Company and its
sole owner [EDWARD N STULAK] hereby states as follows:
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is agreed as follows:
1. Formation of LLC.
The Company was formed in [NEW JERSEY] , under which the Company filed its
Articles of Organization and were made effective on [JUNE 21 2023]. The Companys operations shall be
governed by the terms of this Agreement and the applicable laws of the Governing State relating to the
formation, operation, and taxation of an LLC which set out the guidelines and procedures for the formation and
operation of an LLC . To the extent permitted by the Statutes, the terms and provisions of this
Agreement shall control in the event there is a conflict between the Statutes and this Agreement.
2. Purposes and Powers.
a) The purposes of the Company shall be:
i. [Stulak Transacting LLS will provide party Planning, Products (Manufactured and Reselling of Goods), Materials and Services to a wide range of customers. Including but not limited to private individuals and public entities (both wholesale and retail ]
ii. To perform or engage in any and all activities and/or businesses for which limited liability companies may be engaged under the Statutes.
b) The Company shall have all powers necessary and convenient to effect any purpose for which it is formed, including all powers granted by the Statutes.
3. Duration.
The Company shall continue in existence until dissolved, liquidated, or terminated in accordance with the provisions of this Agreement and, to the extent not otherwise superseded by this Agreement, the Statutes.
4. Registered Office and Resident Agent.
The Registered Office and Resident Agent of the Company shall be as designated in the initial Articles of Organization/Certificate of Organization or any amendment thereof. The Registered Office and/or Resident Agent may be changed from time to time. Any such change shall be made in accordance with the Statutes, or, if different from the Statutes, in accordance with the provisions of this Agreement. If the Resident Agent ever resigns, the Company shall promptly appoint a successor agent.
5. Capital Contributions and Distributions.
The Member may make such capital contributions in such amounts and at such
times as the Member shall determine. The Member shall not be obligated to make any Capital Contributions.
The Member may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes.
6. Books, Records, and Accounting.
a) Books and Records. The Company shall maintain complete and accurate books and records of the
Companys business and affairs as required by the Statutes and such books and records shall be kept at the
Companys Registered Office and shall in all respects be independent of the books, records, and transactions of the Member.
b) Fiscal Year; Accounting. The Companys fiscal year shall be the calendar year with an ending month of December.
7. Members Capital Accounts.
A Capital Account for the Member shall be maintained by the Company. The Members Capital Account shall reflect the Member’s capital contributions and increases for any net income or gain of the Company. The Member’s Capital Account shall also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.
8. U.S. Federal / State Income Tax Treatment.
The Member intends that the Company, as a single-member LLC, shall be taxed as a sole proprietorship in accordance with the provisions of the Internal Revenue Code. Any provisions herein that may cause the Company not to be taxed as a sole proprietorship shall be inoperative.
9. Rights, Powers, and Obligations of the Member.
a) Authority. The Member is the sole member of the Company, has sole authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or incur any expenditures on behalf of the Company.
b) Liability to Third Parties. The Member shall not be liable for the debts, obligations, or liabilities of the Company, including under a judgment, decree, or order of a court.
c) Rights, Powers, and Obligations of Manager.
The Company is organized as a “member-managed” limited liability company. The Member is designated as the initial managing member.
d) Ownership of Company Property.
The Companys assets shall be deemed owned by the Company as an entity, and the Member shall have no ownership interest in such assets or any portion thereof. Title to any or all such Company assets may be held in the name of the Company, one or more nominees, or in as the Member may determine.
e) Other Activities.
Except as limited by the Statutes, the Member may engage in other business ventures of any nature, including, without limitation by specification, the ownership of another business similar to that operated by the Company. The Company shall not have any right or interest in any such independent ventures or in the income and profits derived therefrom.
10. Limitation of Liability; Indemnification.
a) Limitation of Liability and Indemnification of Member.
i. The Member (including, for purposes of this Section, any estate, heir, personal representative, receiver, trustee, successor, assignee and/or transferee of the Member) shall not be liable, responsible or accountable, in damages or otherwise, to the Company or any other person for: (i) any act performed, or the omission to perform any act, within the scope of the power and authority conferred on the Member by this Agreement and/or by the Statutes except by reason of acts or omissions found by a court of competent jurisdiction upon
entry of a final judgment rendered and un-appealable or not timely appealed (“Judicially Determined”) to constitute fraud, gross negligence, recklessness or intentional misconduct; (ii) the termination of the Company and this Agreement pursuant to the terms hereof; (iii) the performance by the Member of, or the omission by the Member to perform, any act which the Member reasonably believed to be consistent with the advice of attorneys, accountants or other professional advisers to the Company with respect to matters relating to the
Company, including actions or omissions determined to constitute violations of law but which were not undertaken in bad faith; or (iv) the conduct of any person selected or engaged by the
Member.
ii. The Company, its receivers, trustees, successors, assignees, and/or transferees shall indemnify, defend and
hold the Member harmless from and against any and all liabilities, damages, losses, costs, and expenses of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by the Member (including amounts paid in satisfaction of judgments, in settlement of any action, suit, demand, investigation, claim or proceeding, as fines or penalties) and from and against all legal or other such costs as well as the expenses of investigating or defending against any Claim or threatened or anticipated Claim arising out of, connected with or relating to this Agreement, the Company or its business affairs in any way; provided, that the conduct of the Member which gave rise to the action against the Member is indemnifiable under the
standards set forth in this section.
iii. Upon application, the Member shall be entitled to receive advances to cover the costs of defending or settling any Claim or any threatened or anticipated Claim against the Member that may be subject to indemnification hereunder upon receipt by the Company of any undertaking by or on behalf of the Member to repay such advances to the Company, without interest, if the Member is Judicially Determined not to be entitled to indemnification under this section.
iv. All rights of the Member to indemnification under this this section shall (i) be cumulative of, and in addition to, any right to which the Member may be entitled to by contract or as a matter of law or equity, and (ii) survive the dissolution, liquidation or termination of the Company as well as the death, removal, incompetency or insolvency of the Member.
v. The termination of any Claim or threatened Claim against the Member by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent shall not, of itself, cause the Member not to be entitled to indemnification as provided herein unless and until Judicially Determined to not be so entitled.
11. Death, Disability, Dissolution.
a) Death of Member. Upon the death of the Member, the Company shall be dissolved. By separate written
documentation, the Member shall designate and appoint the individual who will wind down the Companys business and transfer or distribute the Members Interests and Capital Account as designated by the Member or as may otherwise be required by law.
b) Disability of Member. Upon the disability of a Member, the Member may continue to act as Manager hereunder or appoint a person to so serve until the Member's Interests and Capital Account of the Member have been transferred or distributed.
c) Dissolution. The Company shall dissolve and its affairs shall be wound up on the first to occur of: i. At a time or upon the occurrence of an event specified in the Articles of Organization or this Agreement. ii. The determination by the Member that the Company shall be dissolved.
12. Miscellaneous Provisions.
a) Article Headings. The Article headings and numbers contained in this Agreement have been inserted only as a matter of convenience and for reference and in no way shall be construed to define, limit or describe the scope or intent of any provision of this Agreement.
b) Entire Agreement. This Agreement constitutes the entire agreement between the Member and the Company. This Agreement supersedes any and all other agreements, either oral or written, between said parties with respect to the subject matter hereof.
c) Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
d) Amendment. This Agreement may be amended or revoked at any time by a written document executed by
the Member.
e) Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors, and assigns.
f) Governing Law. This Agreement is being executed and delivered in the Governing State and shall be governed by, construed, and enforced in accordance with the laws of the Governing State.
OF
[STULAK TRANSACTING LLC]
A [NEW JERSEY] Limited Liability Company
THIS OPERATING AGREEMENT (“Agreement”) is made and entered into as of [JUNE 21 2023], on behalf
of [STULAK TRANSACTING LLC], a single-member Limited Liability Company and its
sole owner [EDWARD N STULAK] hereby states as follows:
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is agreed as follows:
1. Formation of LLC.
The Company was formed in [NEW JERSEY] , under which the Company filed its
Articles of Organization and were made effective on [JUNE 21 2023]. The Companys operations shall be
governed by the terms of this Agreement and the applicable laws of the Governing State relating to the
formation, operation, and taxation of an LLC which set out the guidelines and procedures for the formation and
operation of an LLC . To the extent permitted by the Statutes, the terms and provisions of this
Agreement shall control in the event there is a conflict between the Statutes and this Agreement.
2. Purposes and Powers.
a) The purposes of the Company shall be:
i. [Stulak Transacting LLS will provide party Planning, Products (Manufactured and Reselling of Goods), Materials and Services to a wide range of customers. Including but not limited to private individuals and public entities (both wholesale and retail ]
ii. To perform or engage in any and all activities and/or businesses for which limited liability companies may be engaged under the Statutes.
b) The Company shall have all powers necessary and convenient to effect any purpose for which it is formed, including all powers granted by the Statutes.
3. Duration.
The Company shall continue in existence until dissolved, liquidated, or terminated in accordance with the provisions of this Agreement and, to the extent not otherwise superseded by this Agreement, the Statutes.
4. Registered Office and Resident Agent.
The Registered Office and Resident Agent of the Company shall be as designated in the initial Articles of Organization/Certificate of Organization or any amendment thereof. The Registered Office and/or Resident Agent may be changed from time to time. Any such change shall be made in accordance with the Statutes, or, if different from the Statutes, in accordance with the provisions of this Agreement. If the Resident Agent ever resigns, the Company shall promptly appoint a successor agent.
5. Capital Contributions and Distributions.
The Member may make such capital contributions in such amounts and at such
times as the Member shall determine. The Member shall not be obligated to make any Capital Contributions.
The Member may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes.
6. Books, Records, and Accounting.
a) Books and Records. The Company shall maintain complete and accurate books and records of the
Companys business and affairs as required by the Statutes and such books and records shall be kept at the
Companys Registered Office and shall in all respects be independent of the books, records, and transactions of the Member.
b) Fiscal Year; Accounting. The Companys fiscal year shall be the calendar year with an ending month of December.
7. Members Capital Accounts.
A Capital Account for the Member shall be maintained by the Company. The Members Capital Account shall reflect the Member’s capital contributions and increases for any net income or gain of the Company. The Member’s Capital Account shall also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.
8. U.S. Federal / State Income Tax Treatment.
The Member intends that the Company, as a single-member LLC, shall be taxed as a sole proprietorship in accordance with the provisions of the Internal Revenue Code. Any provisions herein that may cause the Company not to be taxed as a sole proprietorship shall be inoperative.
9. Rights, Powers, and Obligations of the Member.
a) Authority. The Member is the sole member of the Company, has sole authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or incur any expenditures on behalf of the Company.
b) Liability to Third Parties. The Member shall not be liable for the debts, obligations, or liabilities of the Company, including under a judgment, decree, or order of a court.
c) Rights, Powers, and Obligations of Manager.
The Company is organized as a “member-managed” limited liability company. The Member is designated as the initial managing member.
d) Ownership of Company Property.
The Companys assets shall be deemed owned by the Company as an entity, and the Member shall have no ownership interest in such assets or any portion thereof. Title to any or all such Company assets may be held in the name of the Company, one or more nominees, or in as the Member may determine.
e) Other Activities.
Except as limited by the Statutes, the Member may engage in other business ventures of any nature, including, without limitation by specification, the ownership of another business similar to that operated by the Company. The Company shall not have any right or interest in any such independent ventures or in the income and profits derived therefrom.
10. Limitation of Liability; Indemnification.
a) Limitation of Liability and Indemnification of Member.
i. The Member (including, for purposes of this Section, any estate, heir, personal representative, receiver, trustee, successor, assignee and/or transferee of the Member) shall not be liable, responsible or accountable, in damages or otherwise, to the Company or any other person for: (i) any act performed, or the omission to perform any act, within the scope of the power and authority conferred on the Member by this Agreement and/or by the Statutes except by reason of acts or omissions found by a court of competent jurisdiction upon
entry of a final judgment rendered and un-appealable or not timely appealed (“Judicially Determined”) to constitute fraud, gross negligence, recklessness or intentional misconduct; (ii) the termination of the Company and this Agreement pursuant to the terms hereof; (iii) the performance by the Member of, or the omission by the Member to perform, any act which the Member reasonably believed to be consistent with the advice of attorneys, accountants or other professional advisers to the Company with respect to matters relating to the
Company, including actions or omissions determined to constitute violations of law but which were not undertaken in bad faith; or (iv) the conduct of any person selected or engaged by the
Member.
ii. The Company, its receivers, trustees, successors, assignees, and/or transferees shall indemnify, defend and
hold the Member harmless from and against any and all liabilities, damages, losses, costs, and expenses of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by the Member (including amounts paid in satisfaction of judgments, in settlement of any action, suit, demand, investigation, claim or proceeding, as fines or penalties) and from and against all legal or other such costs as well as the expenses of investigating or defending against any Claim or threatened or anticipated Claim arising out of, connected with or relating to this Agreement, the Company or its business affairs in any way; provided, that the conduct of the Member which gave rise to the action against the Member is indemnifiable under the
standards set forth in this section.
iii. Upon application, the Member shall be entitled to receive advances to cover the costs of defending or settling any Claim or any threatened or anticipated Claim against the Member that may be subject to indemnification hereunder upon receipt by the Company of any undertaking by or on behalf of the Member to repay such advances to the Company, without interest, if the Member is Judicially Determined not to be entitled to indemnification under this section.
iv. All rights of the Member to indemnification under this this section shall (i) be cumulative of, and in addition to, any right to which the Member may be entitled to by contract or as a matter of law or equity, and (ii) survive the dissolution, liquidation or termination of the Company as well as the death, removal, incompetency or insolvency of the Member.
v. The termination of any Claim or threatened Claim against the Member by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent shall not, of itself, cause the Member not to be entitled to indemnification as provided herein unless and until Judicially Determined to not be so entitled.
11. Death, Disability, Dissolution.
a) Death of Member. Upon the death of the Member, the Company shall be dissolved. By separate written
documentation, the Member shall designate and appoint the individual who will wind down the Companys business and transfer or distribute the Members Interests and Capital Account as designated by the Member or as may otherwise be required by law.
b) Disability of Member. Upon the disability of a Member, the Member may continue to act as Manager hereunder or appoint a person to so serve until the Member's Interests and Capital Account of the Member have been transferred or distributed.
c) Dissolution. The Company shall dissolve and its affairs shall be wound up on the first to occur of: i. At a time or upon the occurrence of an event specified in the Articles of Organization or this Agreement. ii. The determination by the Member that the Company shall be dissolved.
12. Miscellaneous Provisions.
a) Article Headings. The Article headings and numbers contained in this Agreement have been inserted only as a matter of convenience and for reference and in no way shall be construed to define, limit or describe the scope or intent of any provision of this Agreement.
b) Entire Agreement. This Agreement constitutes the entire agreement between the Member and the Company. This Agreement supersedes any and all other agreements, either oral or written, between said parties with respect to the subject matter hereof.
c) Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
d) Amendment. This Agreement may be amended or revoked at any time by a written document executed by
the Member.
e) Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors, and assigns.
f) Governing Law. This Agreement is being executed and delivered in the Governing State and shall be governed by, construed, and enforced in accordance with the laws of the Governing State.
