Legal notice
SINGLE-MEMBER LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF JT EMPIRE ENT LLC
This SINGLE-MEMBER LIMITED LIABILITY COMPANY OPERATING AGREEMENT (hereinafter the “Agreement”) is made and entered into on this 10th day of August, 2026, by and between JT EMPIRE ENT LLC, an Ohio limited liability company, having its principal place of business at 336 Bolander Avenue, Dayton, OH, USA (hereinafter the “Company”), and JT EMPIRE ENT LLC, an LLC, partnership, or trust, having its principal address at 336 Bolander Avenue, Dayton, OH, USA (hereinafter the “Member”).
(The Company and the Member may collectively be referred to herein as the “Parties” or individually as a “Party.”)
1. RECITALS
1.1 Formation. The Company was formed as a limited liability company on the ______ day of ____________, 20___, by filing the Articles of Organization with the Secretary of State of the State of Ohio.
1.2 Business Purpose. The Company is organized for the primary business purpose of operating as a 3D printing company based out of Dayton Ohio, whose sole purpose is to create, recreate, and 3d print orders placed by customers though the business JT 3D PRINT, and to engage in any and all lawful acts or activities for which limited liability companies may be formed under Ohio law.
1.3 Single-Member Status. The Member constitutes the sole owner and member of the Company, holding one hundred percent (100%) of the membership interests in the Company.
1.4 Purpose of Agreement. The Member enters into this Agreement to govern the internal affairs of the Company, the conduct of its business, and the rights and obligations of the Member in accordance with the laws of the State of Ohio.
2. DEFINITIONS
2.1 Act. “Act” shall mean the Ohio Limited Liability Company Act, as amended from time to time.
2.2 Articles of Organization. “Articles of Organization” shall mean the Articles of Organization of JT EMPIRE ENT LLC filed with the Ohio Secretary of State, as amended or restated from time to time.
2.3 Capital Contribution. “Capital Contribution” shall mean the total amount of cash, property, services rendered, or promissory notes contributed to the Company by the Member.
2.4 Company. “Company” shall mean JT EMPIRE ENT LLC.
2.5 Fiscal Year. “Fiscal Year” shall mean the calendar year of the Company ending on December 31st, unless otherwise determined by the Member.
2.6 Member. “Member” shall mean JT EMPIRE ENT LLC, and any permitted successor or assignee.
3. COMPANY NAME, OFFICE, AND PURPOSE
3.1 Name. The name of the limited liability company is JT EMPIRE ENT LLC.
3.2 Principal Place of Business. The principal office and place of business of the Company shall be located at 336 Bolander Avenue, Dayton, OH, USA, or at such other location as the Member may determine from time to time.
3.3 Registered Agent and Office. The name and address of the registered agent for service of process in the State of Ohio shall be JT EMPIRE ENT LLC, located at 336 Bolander Avenue, Dayton, OH, USA.
3.4 Business Purpose. The Company is formed to conduct business in the retail & e-commerce industry, specifically as a 3D printing company based out of Dayton Ohio, whose sole purpose is to create, recreate, and 3d print orders placed by customers though the business JT 3D PRINT, and to engage in any lawful acts or activities incidental thereto.
3.5 Term. The term of the Company commenced upon the filing of its Articles of Organization and shall continue perpetually unless and until dissolved in accordance with the provisions of this Agreement or the Act.
4. CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS
4.1 Initial Capital Contribution. The Member has contributed to the Company capital consisting of sweat equity, $10,000 in property value, and free use of a personal vehicle. The total agreed value of the Member’s initial Capital Contribution is $15,000.00.
4.2 Additional Capital Contributions. The Member may vote to require additional contributions in the future as the Member deems necessary or appropriate for the conduct of the Company’s business operations.
4.3 Capital Accounts. A separate capital account shall be maintained for the Member in accordance with federal income tax accounting principles, to which shall be credited the Member’s capital contributions and allocations of net profits, and to which shall be debited distributions and allocations of net losses.
4.4 Interest on Capital. The Member shall not be entitled to interest or compensation on any capital contributions made to the Company, except as otherwise expressly provided in this Agreement.
5. MEMBERSHIP INTERESTS AND ALLOCATIONS
5.1 Percentage Interest. The Member owns one hundred percent (100%) of the membership interests in the Company, representing all voting and economic rights.
5.2 Admission of New Members. New members cannot come on board later; the Company shall remain a single-member limited liability company unless this Agreement is formally amended in writing by the sole Member.
5.3 Allocation of Profits and Losses. All net profits, net losses, gains, deductions, and credits of the Company shall be allocated one hundred percent (100%) to the sole Member.
5.4 Distributions. Distributions of cash or other assets shall be made at such times and in such amounts as determined exclusively by the Member, in compliance with the Act.
6. MANAGEMENT AND ADMINISTRATION
6.1 Management Structure. The Company shall be member-managed. The day-to-day business and affairs of the Company shall be managed, operated, and controlled by the members.
6.2 Formal Meetings. The members will meet formally as needed to review company operations, financial performance, and strategic direction.
6.3 Voting Power. Voting power among the members shall be divided in proportion to ownership.
6.4 Major Decisions Requiring Sign-Off. Notwithstanding the general management authority of the members, every decision requires majority approval, and specific major actions require the explicit sign-off of every member, including: selling, pledging, or transferring company property; forgiving a claim without collecting the full amount; taking on debt above a set ceiling; and spending above a set ceiling.
6.5 Debt and Spending Ceilings. The debt ceiling per single obligation shall be $0.00, and the spending ceiling per single purchase shall be $0.00.
7. CONTRACTUAL AUTHORITY AND BINDING POWER
7.1 Authorized Signatories. Authority to sign agreements for the company is vested in specific people or groups.
7.2 Binding the Company. The owner, and any appointed and approved person by owner, shall have the full power and authority to bind the company in contract and execute legal instruments on behalf of the Company.
7.3 Limitation on Unauthorized Acts. No other person, employee, or agent who has not been specifically appointed and approved by the owner shall have any authority to bind the Company or incur obligations in its name.
8. TAX MATTERS, BOOKS, AND RECORDS
8.1 Tax Classification. The LLC will be classified for federal tax purposes as a Disregarded Entity / Partnership (default).
8.2 Books and Records. The Company shall maintain accurate books and records of its accounts and financial transactions at its principal place of business.
8.3 Financial Reports. The financial statements to be included in the annual report shall comprise a profit and loss summary, income statement, balance sheet, and cash flow statement.
9. MEMBER COMPETITION AND LIABILITY
9.1 Competing Businesses. Members may take part in competing businesses without restriction or liability to the Company, subject to applicable law.
9.2 Limited Liability. The Member shall not be personally liable for any debts, obligations, or liabilities of the Company solely by reason of being a member or manager.
10. DISSOLUTION AND WINDING UP
10.1 Dissolution Events. The Company shall dissolve upon the written determination of the Member, the bankruptcy, death, dissolution, or withdrawal of the sole Member, or upon the occurrence of any event that causes a dissolution under the Act.
10.2 Winding Up. Upon dissolution, the Company shall cease carrying on its business and shall wind up its affairs, paying creditors and distributing any remaining assets to the Member.
11. MISCELLANEOUS PROVISIONS
11.1 Governing Law. This Agreement, and all rights and liabilities arising hereunder, shall be governed by, and construed in accordance with, the laws of the State of Ohio, without regard to its conflict of laws principles.
11.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.
11.3 Entire Agreement. This Agreement constitutes the entire agreement between the Member and the Company regarding the subject matter hereof and supersedes all prior agreements and understandings.
IN WITNESS WHEREOF, the sole Member has executed this Operating Agreement as of the date first above written.
THE COMPANY:
JT EMPIRE ENT LLC
Signature: ___________________________
Name: JT EMPIRE ENT LLC
Title: Owner / Authorized Representative
Date: August 10, 2026
THE MEMBER:
Signature: ___________________________
Name: JT EMPIRE ENT LLC
Title: Sole Member
Date: August 10, 2026