Free LLC Operating Agreement Template

This Operating Agreement ("Agreement") of Harbor & Pine Coffee LLC (the "Company"), a limited liability company organized under the laws of the State of Texas, is made effective 2026-11-04 by the members listed below.

1. 1. Formation & name. The Company was formed as a limited liability company under the laws of Texas under the name Harbor & Pine Coffee LLC. Its principal office is 1800 South Lamar Blvd, Austin, TX 78704. Its registered agent is Ava Martinez, 1800 South Lamar Blvd, Austin, TX 78704.
2. 2. Purpose. Operating a specialty coffee shop and selling coffee beans and related goods, and any other lawful business.
3. 3. Members & ownership. The members and their ownership (membership) interests are: Ava Martinez — 60% Noah Kim — 40%
4. 4. Capital contributions. Ava Martinez: $30,000 cash. Noah Kim: $20,000 in equipment and cash. No member is required to make additional contributions unless all members agree in writing.
5. 5. Profits, losses & distributions. Profits and losses are allocated to members in proportion to their ownership interests. Distributions are made at times and in amounts the members decide, in the same proportions.
6. 6. Management. The Company is member-managed. Day-to-day decisions require a majority of ownership interests. Selling substantially all assets, admitting new members, taking on debt over $25,000, or amending this Agreement requires unanimous consent.
7. 7. Voting. Each member votes in proportion to their ownership interest. Actions may be taken by written consent without a meeting.
8. 8. Transfer of interests. A member may not sell or transfer their interest without first offering it to the other members on the same terms and obtaining the written consent of the remaining members.
9. 9. Withdrawal, death or disability. If a member withdraws, dies or becomes disabled, the remaining members may buy that member's interest at fair market value, paid over up to 24 months.
10. 10. Books, records & taxes. The Company keeps complete books and records at its principal office. The fiscal year ends December 31. Members may inspect records on reasonable notice.
11. 11. Liability & indemnification. No member is personally liable for the Company's debts solely by being a member. The Company will indemnify members for acts taken in good faith on its behalf.
12. 12. Dissolution. The Company dissolves on unanimous member vote or as required by law. After paying debts, remaining assets are distributed to members by ownership interest.
13. 13. Governing law. This Agreement is governed by the laws of the State of Texas.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the effective date.