LLC Operating Agreement Generator

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF APEX VENTURES LLC THIS OPERATING AGREEMENT is entered into and made effective as of September 15, 2026 (the "Effective Date"), by and among the undersigned member(s). ARTICLE 1: FORMATION AND PURPOSE 1.1 FORMATION: The Company was formed as a limited liability company under the Limited Liability Company Act of the State of Delaware. 1.2 NAME: The name of the Company is Apex Ventures LLC. 1.3 PRINCIPAL OFFICE: The principal executive office of the Company shall be located at: 1201 Orange St, Suite 600, Wilmington, DE 19801, or at such other location as determined by the Member(s). 1.4 PURPOSE: The Company may engage in any lawful business, purpose, or activity for which limited liability companies may be formed under the laws of Delaware. ARTICLE 2: MEMBERS AND CAPITAL CONTRIBUTIONS 2.1 SOLE MEMBER: David Ross is the sole member of the Company, holding 100% of the membership interest. 2.2 INITIAL CONTRIBUTION: The Member has contributed $10,000 in cash or property to the capital of the Company. ARTICLE 3: MANAGEMENT 3.1 MANAGEMENT STRUCTURE: The Company shall be MEMBER-MANAGED. All management decisions, operational directives, and binding commitments shall be made directly by the Member(s) holding a majority of membership interests. ARTICLE 4: DISTRIBUTIONS AND TAXATION 4.1 PROFITS AND LOSSES: For financial accounting and tax purposes, net profits and net losses shall be allocated among the Member(s) in proportion to their respective membership percentages. 4.2 DISTRIBUTIONS: Cash distributions shall be made at such times and in such aggregate amounts as determined by the Member(s), subject to maintaining adequate operating reserves. 4.3 TAX STATUS: Unless the Member(s) elect corporate taxation via IRS Form 8832 or 2553, the Company shall be treated as a disregarded entity for federal and state income tax purposes. ARTICLE 5: LIMITATION OF LIABILITY AND INDEMNIFICATION 5.1 LIMITED LIABILITY: No Member or Manager shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member or Manager. 5.2 INDEMNIFICATION: The Company shall indemnify and hold harmless each Member and Manager from and against any loss, damage, or liability incurred by reason of any act performed on behalf of the Company, provided such act did not constitute fraud, gross negligence, or willful misconduct. ARTICLE 6: TRANSFER RESTRICTIONS AND DISSOLUTION 6.1 TRANSFERS: No Member shall sell, assign, pledge, or transfer any portion of their membership interest without the prior unanimous written consent of the non-transferring Members. 6.2 DISSOLUTION: The Company shall be dissolved only upon the written consent of all Members, or upon judicial decree under the laws of Delaware. IN WITNESS WHEREOF, the undersigned has/have executed this Operating Agreement as of the Effective Date. MEMBER: _____________________________________________ David Ross, Sole Member Date: September 15, 2026