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Member Managed Operating Agreement Template for England and Wales

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Key Requirements PROMPT example:

Member Managed Operating Agreement

"Need a Member Managed Operating Agreement for a new tech startup with three founding members, incorporating specific provisions for intellectual property rights and a detailed profit-sharing structure based on both capital contribution and sweat equity."

Document background
The Member Managed Operating Agreement serves as the primary governing document for businesses where owners (members) directly manage operations rather than appointing external managers. This document is essential for companies registered in England and Wales seeking to establish clear operational guidelines and protect member interests. It typically includes provisions for decision-making processes, capital contributions, profit distribution, member duties, and dispute resolution mechanisms. The agreement ensures compliance with UK company law while providing flexibility to accommodate specific business needs and member relationships.
Suggested Sections

1. Parties: Identification of all members and the company

2. Background: Context and purpose of the operating agreement

3. Definitions: Key terms used throughout the agreement

4. Company Formation: Details of company establishment and structure

5. Members' Rights and Obligations: Core rights and duties of members

6. Management Structure: Decision-making processes and authority

7. Capital Contributions: Initial and ongoing financial commitments

8. Profit and Loss Distribution: Method of allocating profits and losses

9. Transfer of Interests: Rules for transferring membership interests

10. Dissolution: Process for winding up the company

Optional Sections

1. Non-Compete Provisions: Restrictions on competitive activities when protecting business interests from member competition

2. Intellectual Property Rights: Ownership and use of IP when IP is significant to the business

3. Banking and Financial Matters: Detailed financial procedures for complex financial operations

4. International Operations: Cross-border business provisions for international businesses

Suggested Schedules

1. Member Details Schedule: Complete information about each member

2. Initial Capital Contributions Schedule: Schedule of initial investments

3. Profit Sharing Ratios Schedule: Detailed breakdown of distribution formulas

4. Company Policies Schedule: Operational procedures and policies

5. Voting Rights Schedule: Detailed voting procedures and weightings

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
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company law principles, directors' duties and responsibilities, member rights and obligations, and company administration requirements in England and Wales

Limited Liability Partnerships Act 2000: Key legislation establishing the framework for LLP structure, member relationships, and liability provisions

Partnership Act 1890: Foundational legislation establishing basic partnership principles that inform member relationships in business structures

Small Business, Enterprise and Employment Act 2015: Modern legislation providing updates to company law requirements and transparency provisions

Business Protection from Misleading Marketing Regulations 2008: Regulations governing requirements for business communications and marketing practices

Data Protection Act 2018 and UK GDPR: Legislation governing data handling requirements and member information protection in business operations

Financial Services and Markets Act 2000: Regulatory framework for businesses involved in regulated financial activities

Equality Act 2010: Legislation ensuring non-discrimination and equal treatment of members in business operations

Money Laundering Regulations 2017: Compliance requirements for businesses regarding anti-money laundering measures and financial transparency

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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