Manager LLC Operating Agreement

Manager LLC Operating Agreement Template for Australia

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Key Requirements PROMPT example:

"I need a Manager LLC Operating Agreement for my technology startup based in Sydney, with provisions for three managing members who will have equal voting rights and specific clauses for protecting our intellectual property and future capital raising."

Document background

The Manager LLC Operating Agreement, adapted for Australian legal requirements, is a fundamental document used when establishing or restructuring a private company's management structure in Australia. While Australia uses the Pty Ltd company structure rather than LLCs, this agreement incorporates similar principles while ensuring compliance with Australian corporate law, particularly the Corporations Act 2001. The document is essential when setting up a company with designated managing members or when transitioning to a new management structure. It comprehensively covers aspects such as management rights and responsibilities, capital contributions, profit sharing, decision-making processes, member meetings, and dispute resolution procedures. This agreement is particularly crucial for businesses seeking to establish clear management protocols while maintaining flexibility in operations and protecting member interests within the Australian legal framework.

Suggested Sections

1. Parties: Identifies all members/shareholders and the company entity

2. Background: Sets out the context and purpose for establishing the company and this agreement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules

4. Company Formation: Details of company establishment, business purpose, and registered office

5. Capital Contributions: Specifies initial and subsequent capital contributions by members

6. Membership Interests: Details the allocation of ownership interests and classes of shares

7. Management Structure: Outlines the management framework, roles, and responsibilities

8. Voting Rights and Procedures: Specifies voting powers and decision-making processes

9. Meetings: Procedures for member and management meetings

10. Financial Management: Financial reporting, accounting practices, and distribution policies

11. Transfer of Interests: Rules regarding the transfer of ownership interests

12. Exit Provisions: Procedures for member withdrawal or company dissolution

13. Dispute Resolution: Process for resolving disputes between members

14. Confidentiality: Obligations regarding company confidential information

15. General Provisions: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Tag-Along Rights: Optional provision giving minority members the right to join in the sale of majority interests

2. Drag-Along Rights: Optional provision allowing majority members to force minority members to join in a sale

3. Non-Compete Provisions: Restrictions on competitive activities by members, if applicable

4. Intellectual Property Rights: Specific provisions for companies with significant IP assets

5. International Operations: Additional provisions for companies operating across borders

6. Employee Share Scheme: Provisions for companies offering ownership to employees

7. Special Purpose Vehicle Provisions: For companies established for specific projects or purposes

Suggested Schedules

1. Schedule 1 - Member Details: Complete details of all members including contact information and shareholdings

2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of each member's initial capital contributions

3. Schedule 3 - Company Assets: List of company assets and their allocated values

4. Schedule 4 - Management Positions: Details of appointed managers and their specific roles

5. Schedule 5 - Share Certificate Template: Template for issuing share certificates

6. Appendix A - Business Plan: Initial business plan and strategic objectives

7. Appendix B - Valuation Methodology: Agreed methods for valuing company shares

8. Appendix C - Deed of Accession: Template for new members joining the company

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Professional Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Construction

Financial Services

Hospitality

Consulting

Education

Agriculture

Mining

Transport and Logistics

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Company Secretariat

Compliance

Finance

Corporate Affairs

Risk Management

Administrative

Relevant Roles

Managing Director

Chief Executive Officer

Company Secretary

Board Member

Director

General Counsel

Chief Financial Officer

Chief Operating Officer

Corporate Lawyer

Compliance Officer

Company Founder

Business Owner

Executive Director

Non-Executive Director

Managing Partner

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