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Operating Agreement For Member Managed Limited Liability Company Template for Canada

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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 tech startup based in Ontario, with four founding members contributing different amounts of initial capital and intellectual property, planned to launch in March 2025 - the agreement needs to particularly focus on IP protection and different classes of membership interests."

Document background
The Operating Agreement For Member Managed Limited Liability Company is essential when establishing a closely-held business entity in Canada where the owners intend to actively participate in business management. While the LLC structure doesn't exist in Canadian law, this agreement adapts LLC principles to align with Canadian legal requirements, drawing from both corporate and partnership law. It's particularly useful for small to medium-sized businesses where owners want direct control over operations while maintaining liability protection. The document covers crucial aspects including ownership structure, capital contributions, profit sharing, management rights, decision-making processes, transfer restrictions, and exit strategies. It should be customized based on provincial jurisdiction and specific business needs, while ensuring compliance with relevant Canadian federal and provincial legislation. This agreement is fundamental for businesses transitioning from informal arrangements to formal structures, or for new ventures seeking to establish clear governance frameworks from the outset.
Suggested Sections

1. Parties: Identifies all founding members of the LLC and their contact information

2. Background: Sets out the context and purpose for creating the LLC and this agreement

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Details of business registration, name, and principal place of business

5. Business Purpose: Describes the nature and purpose of the business

6. Term: Duration of the LLC and conditions for continuation or termination

7. Members and Membership Interests: Lists initial members and their ownership percentages

8. Capital Contributions: Details of initial and additional capital contributions by members

9. Allocations and Distributions: Rules for allocating profits, losses, and making distributions

10. Management and Voting: Management structure, voting rights, and decision-making processes

11. Meetings and Records: Requirements for member meetings and maintenance of business records

12. Transfer Restrictions: Rules governing the transfer of membership interests

13. Withdrawal and Exit: Procedures for member withdrawal and exit mechanisms

14. Dissolution and Liquidation: Processes for dissolving the LLC and distributing assets

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

Optional Sections

1. Tax Matters: Specific tax elections and procedures - include if complex tax arrangements are needed

2. Intellectual Property: IP ownership and protection - include if IP is significant to the business

3. Non-Competition and Non-Solicitation: Restrictions on competitive activities - include if protecting market position is crucial

4. Insurance: Required insurance coverage - include if specific insurance requirements exist

5. Employment of Members: Terms for members working in the business - include if members will be employees

6. Confidentiality: Protection of confidential information - include if sensitive information will be shared

7. Dispute Resolution: Detailed dispute resolution procedures - include if specific arbitration or mediation preferences exist

8. Banking and Financial Matters: Specific financial procedures - include if complex financial arrangements are needed

Suggested Schedules

1. Schedule A - Member Information: Detailed member information including contact details and initial capital contributions

2. Schedule B - Initial Capital Contributions: Itemized list of all initial capital contributions (cash, property, services)

3. Schedule C - Membership Interests: Current ownership percentages and classes of membership interests

4. Schedule D - Business Plan: Initial business plan and strategic objectives

5. Schedule E - Valuation Methodology: Agreed methods for valuing membership interests

6. Schedule F - Management Policies: Detailed operational and management procedures

7. Appendix 1 - Forms: Standard forms for membership transfers, notices, and other routine matters

8. Appendix 2 - Required Resolutions: Template resolutions for common member decisions

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
































































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Relevant Industries

Technology

Professional Services

Retail

Manufacturing

Construction

Real Estate

Healthcare

Hospitality

Consulting

E-commerce

Agriculture

Media and Entertainment

Financial Services

Transportation and Logistics

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Operations

Compliance

Risk Management

Business Development

Administration

Relevant Roles

Business Owner

Managing Director

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Business Development Manager

Operations Manager

Chief Financial Officer

Founding Partner

Managing Partner

Board Member

Compliance Officer

Risk Manager

Business Consultant

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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