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Operating Agreement For Member Managed Limited Liability Company
"I need an Operating Agreement For Member Managed Limited Liability Company for my new technology startup launching in March 2025, with four founding members who will have equal ownership and management rights, including specific provisions for intellectual property protection and future capital raises."
1. Parties: Identifies all initial members of the LLC who are entering into this agreement
2. Background: Sets out the context for the agreement, including the intention to form and operate the LLC
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Formation and Name: Details of the LLC's formation, registered name, and business purpose
5. Principal Place of Business: Specifies the company's registered address and principal place of business
6. Term: Duration of the LLC and conditions for continuation or termination
7. Capital Contributions: Details of initial and any required future capital contributions by members
8. Membership Interests: Specification of ownership percentages and classes of membership interests
9. Management Structure: Outlines the member-managed structure and decision-making processes
10. Voting Rights and Procedures: Details of voting power, meeting procedures, and decision thresholds
11. Distributions: Rules for profit distribution and handling of losses
12. Books and Records: Requirements for maintaining company records and member access rights
13. Transfer of Membership Interests: Rules and restrictions regarding the transfer of ownership interests
14. Withdrawal and Dissolution: Procedures for member withdrawal and company dissolution
15. Dispute Resolution: Process for handling disputes between members
16. General Provisions: Standard legal provisions including governing law, amendments, and notices
1. Tax Provisions: Detailed tax treatment and allocation provisions, used when specific tax arrangements are needed
2. Intellectual Property: Rules regarding IP ownership and usage, included when the LLC will develop or use significant IP
3. Confidentiality: Detailed confidentiality obligations, used when handling sensitive information
4. Non-Compete and Non-Solicitation: Restrictions on competitive activities, used when protecting business interests is crucial
5. Insurance Requirements: Specific insurance obligations, included when particular coverage is essential
6. Employee Management: Provisions for hiring and managing employees, used when the LLC will have employees
7. Additional Capital Calls: Procedures for requesting additional capital, included when future capital needs are anticipated
8. Foreign Operations: Provisions for international business activities, used when operating across borders
1. Schedule A - Member Details: List of members with their contact information and initial capital contributions
2. Schedule B - Capital Contributions: Detailed breakdown of all initial capital contributions (cash, property, services)
3. Schedule C - Membership Interests: Complete breakdown of ownership percentages and classes of interests
4. Schedule D - Company Assets: Inventory of company assets at formation
5. Schedule E - Approved Business Plan: Initial business plan and operational guidelines
6. Appendix 1 - Meeting Procedures: Detailed procedures for conducting member meetings
7. Appendix 2 - Valuation Methods: Agreed methods for valuing membership interests
8. Appendix 3 - Form of Transfer Notice: Template for notifying transfer of membership interests
Authors
Professional Services
Technology
Retail
Manufacturing
Consulting
Real Estate
Food and Beverage
Healthcare
Construction
Creative Industries
E-commerce
Agriculture
Financial Services
Legal
Executive Leadership
Finance
Operations
Compliance
Risk Management
Corporate Governance
Business Development
Administration
Business Owner
Managing Director
Company Director
Chief Executive Officer
Chief Financial Officer
Operations Manager
Legal Counsel
Company Secretary
Business Development Manager
Partnership Manager
Compliance Officer
Risk Manager
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