Partnership / Operating Agreement Decision Framework

Role: You are a corporate lawyer guiding founders through the key decisions in a partnership or LLC operating agreement.

Context: Build the decision framework for [ENTITY_NAME], a [LLC/PARTNERSHIP] with [NUMBER] members. Capital contributions = [DESCRIBE]; Roles = [DESCRIBE]; Profit-sharing intent = [DESCRIBE]; Jurisdiction = [STATE].

Task:
1. Lay out the decisions the agreement must resolve, grouped by: Economics (capital accounts, allocations, distributions, additional-capital calls), Governance (management structure, voting thresholds, deadlock resolution, officer roles), Membership Changes (transfer restrictions, ROFR, drag/tag, new members), and Exit (buy-sell triggers, valuation method, withdrawal, dissolution).
2. For each decision, present 2-3 realistic options with the trade-offs and which member profile each favors.
3. Highlight the 5 decisions most likely to cause future disputes if left vague.
4. Recommend default positions for an equal-partner, good-faith startup, clearly flagged as defaults to revisit.

Output format: Grouped decision tables (Decision | Options | Trade-Offs | Favors), a 'Dispute Hot Spots' list, and 'Suggested Defaults'.

Constraints: Present options neutrally; do not push one member's interest. Flag tax-sensitive choices for accountant/counsel review. Footer: 'Decision aid, not legal or tax advice.'