# LLC OPERATING AGREEMENT — SKELETON
*Frame × Frame Academy · Producer Kit · Single-project film LLC*

> **Do NOT use this as a finished agreement.** This is a skeleton showing the standard sections and decision points a film LLC operating agreement covers. Engage an entertainment attorney to draft and review the final document before any signature.

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## ARTICLE I — FORMATION
1.1 Name of LLC: [PROJECT TITLE] PRODUCTIONS, LLC
1.2 State of Formation: [STATE]
1.3 Registered Agent: [NAME, ADDRESS]
1.4 Principal Place of Business: [ADDRESS]
1.5 Purpose: To develop, produce, finance, and distribute the motion picture currently titled [PROJECT TITLE], and any sequels, prequels, remakes, spinoffs, and merchandising derived therefrom.
1.6 Term: Until dissolved per Article XII.

## ARTICLE II — DEFINITIONS
Capitalize: Capital Contribution, Investor, Investor Premium Amount, Member, Net Profit Pool, Producer Member, Sequel Rights, Underlying Rights, Unit.

## ARTICLE III — MEMBERSHIP UNITS
3.1 Classes: Class A (Investor) Units; Class B (Producer) Units.
3.2 Initial Capital Contributions: Schedule A.
3.3 No additional contributions required unless approved by Producer Member + holders of [66%+] of Class A.

## ARTICLE IV — DISTRIBUTION WATERFALL
Distributable Cash shall be distributed in the following order:
1. **Investor Premium:** First, to Class A Investors until each receives 125% of their Capital Contribution. Order of recoupment: [FIFO / LIFO / Pari Passu — specify].
2. **Deferred Compensation:** Second, to any Producer or Talent Deferred Compensation as set forth in Schedule [C].
3. **Net Profit Pool:** Third, remaining Distributable Cash divided:
   - [50%] to Class A Investors (pro rata by Units held)
   - [50%] to Class B Producer Members (per Schedule [D])

## ARTICLE V — MANAGEMENT
5.1 Manager: [PRODUCER NAME], with sole authority to execute production decisions under Budget.
5.2 Major Decisions requiring Class A approval ([66%+]):
   - Budget increase exceeding [10%]
   - Sale or license of the Project for less than [$AMOUNT]
   - Sale or license of Sequel Rights or Spinoff Rights
   - Pledge of Project assets as collateral exceeding [$AMOUNT]
   - Dissolution
5.3 Day-to-day decisions: Manager's discretion.

## ARTICLE VI — UNDERLYING RIGHTS / IP
6.1 The LLC owns 100% of the audiovisual work and all derivative rights, subject to the underlying rights agreement attached as Schedule [E].
6.2 Sequel + Spin-off + Remake rights: [Retained by LLC / Reserved to Writer-Creator — specify].
6.3 Merchandising: [LLC / Split per Schedule F].

## ARTICLE VII — TRANSFERS
7.1 No transfer of Units without Manager's consent + right of first refusal to other Class A Members.
7.2 Permitted transfers: estate, trust, family LLC.

## ARTICLE VIII — INFORMATION RIGHTS
8.1 Quarterly investor reports during production.
8.2 Annual P&L statement after delivery.
8.3 Distribution statements forwarded within [30] days of receipt.

## ARTICLE IX — TAX MATTERS
9.1 Tax Matters Member: [PRODUCER NAME].
9.2 LLC taxed as a partnership for federal income tax purposes.
9.3 Capital accounts maintained per Treasury Regulations § 1.704-1(b).

## ARTICLE X — INDEMNIFICATION
Producer Member and Manager indemnified by the LLC against losses arising from good-faith management, excluding fraud or willful misconduct.

## ARTICLE XI — REPRESENTATIONS & WARRANTIES
Each Member represents accredited investor status (as defined by Reg D Rule 501) and acknowledges the high-risk speculative nature of independent film investment.

## ARTICLE XII — DISSOLUTION
Upon completion of distribution and recoupment, the LLC dissolves with remaining assets (including residual rights) distributed pro rata per Units.

## ARTICLE XIII — MISCELLANEOUS
13.1 Governing Law: [STATE].
13.2 Arbitration: [AAA / JAMS — specify].
13.3 Notice: Email to addresses on Schedule A is sufficient.

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### SCHEDULES TO ATTACH
- **Schedule A:** Members + Capital Contributions
- **Schedule B:** Project Budget Summary
- **Schedule C:** Deferred Compensation Schedule (Producer / Talent / Crew)
- **Schedule D:** Producer Pool Allocations
- **Schedule E:** Underlying Rights Chain of Title
- **Schedule F:** Merchandising / Ancillary Rights Splits

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**Do not sign this skeleton.** Use it as a checklist with your attorney. Every state's LLC act differs; every project's deal terms differ. This is the map — not the territory.
