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Limited Liability Company Agreement

Limited Liability Company Agreement Template for Ireland

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Key Requirements PROMPT example:

Limited Liability Company Agreement

"I need a Limited Liability Company Agreement for a tech startup in Ireland with three founding members, including provisions for future equity investors and an employee share option scheme, planned to launch in March 2025."

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Document background
The Limited Liability Company Agreement is a fundamental document required when establishing a private company limited by shares in Ireland. It serves as the constitutional document of the company, outlining the rights and obligations of all stakeholders while ensuring compliance with the Companies Act 2014 and relevant Irish legislation. This agreement is essential for both new company formations and restructuring existing entities, providing a comprehensive framework for company governance, share ownership, management structure, and operational procedures. It includes detailed provisions for share transfers, voting rights, board composition, and dispute resolution mechanisms, making it a crucial document for protecting member interests and ensuring smooth company operations within the Irish legal framework.
Suggested Sections

1. Parties: Identifies all members/shareholders forming the LLC and their contact details

2. Background: Sets out the context and purpose for forming the LLC

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

4. Formation and Name: Details of company formation, registered name, and business commencement

5. Registered Office: Specifies the company's registered office address and procedures for changing it

6. Business Purpose: Defines the scope and nature of the company's business activities

7. Share Capital and Contributions: Details the company's share structure, classes of shares, and member contributions

8. Members' Rights and Obligations: Outlines the rights, responsibilities, and obligations of company members

9. Management and Decision Making: Establishes management structure, voting rights, and decision-making procedures

10. Meetings: Procedures for general meetings, board meetings, and voting requirements

11. Directors: Appointment, removal, and powers of directors, including their duties and responsibilities

12. Company Secretary: Role and responsibilities of the company secretary

13. Financial Matters: Financial management, accounts, audits, and distribution of profits

14. Transfer of Shares: Procedures and restrictions for transferring shares

15. Termination and Dissolution: Processes for company dissolution and member withdrawal

Optional Sections

1. Drag-Along and Tag-Along Rights: Include when shareholders want specific rights regarding the sale of shares to third parties

2. Intellectual Property Rights: Include when the company will develop or use significant intellectual property

3. Non-Competition and Confidentiality: Include when protecting trade secrets and preventing competitive activities is crucial

4. Employee Share Schemes: Include when the company plans to offer shares to employees

5. International Operations: Include when the company plans to operate in multiple jurisdictions

6. Dispute Resolution: Include when specific dispute resolution procedures beyond standard court proceedings are desired

7. Pre-emption Rights: Include when existing shareholders should have priority rights to purchase new shares

8. Death and Incapacity: Include specific provisions for handling shares upon death or incapacity of members

Suggested Schedules

1. Schedule 1: Initial Members and Shareholdings: Details of all initial members and their respective shareholdings

2. Schedule 2: Share Rights and Restrictions: Detailed description of rights attached to different share classes

3. Schedule 3: Matters Requiring Special Resolution: List of decisions requiring special majority approval

4. Schedule 4: Initial Directors and Officers: Details of initial directors and company officers

5. Schedule 5: Business Plan: Initial business plan and strategic objectives

6. Schedule 6: Deed of Adherence: Template for new members joining the company

7. Schedule 7: Company Regulations: Detailed internal regulations and procedures

8. Appendix A: Share Certificate Template: Template for share certificates

9. Appendix B: Consent Forms: Standard forms for various corporate actions requiring consent

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Compliance

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Relevant Roles

Chief Executive Officer

Company Director

Corporate Lawyer

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Chief Financial Officer

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Board Member

Corporate Governance Manager

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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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