OPERATING AGREEMENT
This Operating Agreement ("Agreement") of [company name], a limited liability company (the "Company"), is entered into as of [effective date] by the Member(s) identified below.
1. FORMATION. The Company was formed as a limited liability company under the laws of the State of California. Its principal place of business is [principal address].
2. PURPOSE. The purpose of the Company is to develop, produce, finance, and exploit one or more motion picture and audiovisual productions.
3. MEMBERS AND CAPITAL CONTRIBUTIONS. The Members and their initial capital contributions and ownership percentages are: [Member 1 name] — contribution: [Member 1 contribution], ownership: 50%.
4. MANAGEMENT. The Company shall be Member-Managed. The Members shall manage the business and affairs of the Company, and major decisions shall require the approval of Members holding a majority of the ownership interests.
5. DISTRIBUTIONS AND ALLOCATIONS. Net profits and losses shall be allocated and distributed to the Members in proportion to their respective ownership percentages.
6. LIABILITY. No Member shall be personally liable for the debts or obligations of the Company beyond their capital contribution, except as required by law.
7. TRANSFER OF INTERESTS. No Member may transfer their interest without the written consent of the other Member(s), except as permitted herein.
8. DISSOLUTION. The Company shall dissolve upon the written agreement of the Members or as required by law; upon dissolution, assets shall be distributed in accordance with the Members' ownership percentages after payment of the Company's liabilities.
9. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the Members and supersedes all prior understandings.
IN WITNESS WHEREOF, the Member(s) have executed this Agreement as of the Effective Date.
MEMBER 1: ____________________________ [Member 1 name]
TEMPLATE ONLY — NOT LEGAL ADVICE. Consult a qualified entertainment attorney before executing this or any agreement.
