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Operating Agreement For Member Managed Limited Liability Company Template for Australia

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Key Requirements PROMPT example:

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."

Document background
The Operating Agreement For Member Managed Limited Liability Company is a crucial document for businesses in Australia where owners wish to maintain direct control over operations. While traditional LLCs don't exist in Australian law, this agreement adapts international best practices to comply with Australian regulations, particularly the Corporations Act 2001. It's especially suitable for small to medium-sized enterprises where owners want to be actively involved in management decisions. The document covers essential aspects including capital structure, management rights, profit distribution, decision-making processes, and member obligations. It should be used when establishing a new business entity or formalizing the management structure of an existing one, providing clear guidelines for member-managed operations while ensuring compliance with Australian legal requirements.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses









































Relevant Industries

Professional Services

Technology

Retail

Manufacturing

Consulting

Real Estate

Food and Beverage

Healthcare

Construction

Creative Industries

E-commerce

Agriculture

Financial Services

Relevant Teams

Legal

Executive Leadership

Finance

Operations

Compliance

Risk Management

Corporate Governance

Business Development

Administration

Relevant Roles

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

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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