SkyMining LLC.

The Operating Agreement is the company's private constitution. It is not filed with the state; it lives in your records. Arizona does not require an LLC to have one, but for SkyMining LLC we will draft one anyway because it is the single most important document for keeping the legal wall between you and the company intact — every attorney, every bank, every IRS auditor, and every future buyer or trustee will ask to see it. A good single-member, holding/treasury operating agreement covers the following points, each in its own section:

1. Formation. The LLC's name, state of formation, effective date, and a recital that the Articles of Organization were filed.
2. Sole member. Johnathon Drew Bias holds 100% of the membership interest, and is the sole person with voting and economic rights.
3. Capital contribution. What you initially contribute (commonly $100 plus “such crypto and other assets as the Member from time to time contributes”).
4. Distributions. Distributions to the sole member are made at the member's discretion, with a record of each draw.
5. Management. The company is member-managed; the sole member has full authority.
6. Tax treatment. States that the LLC will be treated as a disregarded entity for federal income tax purposes unless and until an election is made otherwise.
7. Books and records. A clause requiring separate books, a separate bank account, and an annual member meeting (even with one member, this is best practice).
8. Indemnification. The LLC indemnifies the member for actions taken on the LLC's behalf, subject to the usual carve-outs for fraud and willful misconduct.
9. Dissolution. When and how the LLC may be dissolved.
10. Successor in interest. A short clause naming who inherits the membership interest if the sole member dies. This is critical and almost always forgotten in single-member LLC agreements. We will tie this into the trust in Volume Six.
11. Governing law and severability. The standard close.

With the home state now locked to Arizona, the full single-member, holding & treasury Operating Agreement — twelve articles, six schedules, a Long‑Bet preamble, and a plain-English summary at the end — is now ready as a downloadable PDF. It is a working draft, dated April 2026, and must be reviewed by an Arizona-licensed attorney and a CPA before it is signed.

An Employer Identification Number is the LLC's federal tax ID. You will need it to open a business bank account, to sign up the LLC on a crypto exchange, and to keep your personal social security number off business paperwork. The IRS issues EINs for free at irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online. Anyone who tries to charge you for an EIN is reselling a free service.

The online application is open Monday through Friday, 7am to 10pm Eastern. You will need:

• The LLC's exact legal name (SkyMining LLC) and state of formation.
• The LLC's mailing address.
• The name and SSN of the “responsible party” — this is you. The IRS requires a real person's SSN, not the LLC's own EIN, for this field. The information is not made public.
• The reason you are applying (“Started a new business”).
• The expected number of employees in the next 12 months (likely zero for SkyMining).
• The principal business activity. For a holding LLC the cleanest answer is “Other” → “Holding company / Investment activity.” If SkyMining is going to actually operate cryptocurrency mining hardware, the answer changes to “Other” → “Cryptocurrency mining.”

At the end of the form the IRS issues the EIN immediately on the screen and offers a PDF confirmation letter (the “CP 575”). Save that PDF. You will be asked for it by every bank, every exchange, and every brokerage you ever interact with. We will store a copy in your password manager's secure-notes section as described in Chapter 0.

A holding LLC is only as honest as its books. Before SkyMining ever receives its first transferred coin, two things need to be written down clearly: the capitalization table (who owns what), and the founder's cost-basis baseline (what was originally paid in, in U.S. dollars, for the assets that will eventually live inside the company). These two documents together are what an accountant, a bank, the IRS, or a future trustee will ask to see first.

Initial capitalization table

SKYMINING LLC — INITIAL CAPITALIZATION TABLE
(as of formation date)

Member                          Membership Interest    Capital Account (USD)

Johnathon Drew Bias                       100.00%      $   [INITIAL CONTRIBUTION]

Total                                     100.00%      $   [INITIAL CONTRIBUTION]

Notes:
  • "Initial Contribution" is the small cash amount
    transferred from Johnathon's personal account into the
    SkyMining LLC business bank account at opening (typically
    $100–$1,000). It is logged in the books as a Member
    Capital Contribution, NOT as a loan and NOT as income.
  • Crypto assets are NOT contributed to the LLC at formation.
    They are transferred separately, after recovery, and each
    transfer is recorded with its U.S. dollar fair-market value
    on the date of transfer (this becomes the LLC's cost basis
    for that asset).

Founder cost-basis baseline (early years)

Per Johnathon's recollection, approximately $10,000 was contributed across the earliest years of cryptocurrency activity — spread across many platforms, mining pools, validators, and early-stage seed/staking positions. That figure is recorded here as a working baseline only. It does not bind anyone, and it will be refined as records surface from three sources, in order of reliability:

1. On-chain receipts. Original deposit transactions, mining-pool payouts, and staking rewards are permanent in the relevant blockchains. Once we have wallet addresses, the history is recoverable to the penny.
2. Exchange transaction histories. Each recovered exchange account exports a CSV of every deposit, trade, and withdrawal. These will be the backbone of the cost-basis records.
3. Bank and card statements. Old USD transfers into exchanges, visible on bank or card statements from the era, anchor the dollar side of the basis.

A note on transferring crypto into the LLC

Moving crypto from a personal wallet or exchange account into a wallet or account titled in SkyMining LLC's name is a contribution of property, not a sale. Under current IRS guidance, a contribution from a single-member to a disregarded entity it owns is generally not a taxable event — the LLC simply inherits the member's basis and holding period. Each such contribution should be recorded in the books with: date, asset, amount, on-chain transaction ID, U.S. dollar fair-market value at time of transfer, and a note that it is a Member Contribution. We will produce a one-page Crypto Contribution Log template alongside the Operating Agreement PDF.