1. Parties: Identification of all founding members and managers of the LLC
2. Background: Context of the LLC formation and purpose of the operating agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Formation and Name: Details of company formation, registered name, and registration requirements under Dutch law
5. Business Purpose: Defined scope of business activities and objectives
6. Capital Contributions: Initial and subsequent capital contributions, valuation of non-cash contributions
7. Membership Interests: allocation of membership interests, voting rights, and economic rights
8. Management Structure: Appointment, removal, and replacement of managers; scope of authority
9. Managers' Rights and Duties: Detailed responsibilities, fiduciary duties, and decision-making authority of managers
10. Members' Rights and Obligations: Rights and obligations of members, including voting rights on major decisions
11. Meetings and Voting: Procedures for manager and member meetings, voting requirements
12. Financial Affairs: Accounting methods, fiscal year, bank accounts, and financial reporting requirements
13. Distributions: Rules for profit distributions and capital returns
14. Transfer Restrictions: Limitations on transfer of membership interests and right of first refusal
15. Exit Provisions: Procedures for member withdrawal, expulsion, and buy-out terms
16. Dissolution and Liquidation: Process for company dissolution and asset distribution
17. Confidentiality: Protection of company confidential information
18. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for disputes
19. Amendment Procedures: Process for modifying the operating agreement
