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2 Member LLC Operating Agreement Template for India

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Key Requirements PROMPT example:

2 Member LLC Operating Agreement

"I need a 2 Member LLC Operating Agreement for a technology startup in Bangalore, with equal ownership between two partners and specific provisions for intellectual property rights and future investment rounds, planned to be effective from March 2025."

Document background
The 2 Member LLC Operating Agreement is essential for any two individuals or entities forming a Limited Liability Partnership in India. This document is required when establishing an LLP under the Limited Liability Partnership Act, 2008, serving as the fundamental agreement governing the relationship between members and the operation of the business. It becomes necessary when two parties wish to formalize their business relationship while enjoying the benefits of limited liability and tax efficiency offered by the LLP structure in India. The agreement comprehensively covers capital contributions, profit sharing, management rights, decision-making processes, and exit procedures, providing a clear framework for business operations and dispute resolution. It should be drafted and executed before or during the LLP registration process to ensure proper governance from the outset.
Suggested Sections

1. Parties: Identifies and provides details of the two members entering into the LLC agreement

2. Background: Outlines the context and purpose for forming the LLC

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Details of LLC formation, registered name, and business purpose

5. Principal Place of Business: Address and details of the main business location

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

7. Capital Contributions: Initial and subsequent capital contributions by members

8. Ownership Interests: Percentage ownership and voting rights of each member

9. Management Structure: Management responsibilities and decision-making processes

10. Meetings and Voting: Procedures for member meetings and voting requirements

11. Profit and Loss Distribution: Method of allocating profits and losses between members

12. Books and Records: Requirements for maintaining financial records and member access rights

13. Transfer of Interests: Rules regarding the transfer of ownership interests

14. Withdrawal and Dissolution: Procedures for member withdrawal and LLC dissolution

15. Dispute Resolution: Process for resolving disputes between members

16. Governing Law: Specification of Indian law as governing law and jurisdiction

17. Amendments: Process for amending the operating agreement

18. Notices: Requirements for formal communications between members

19. General Provisions: Miscellaneous legal provisions including severability and entire agreement

Optional Sections

1. Intellectual Property Rights: Required when the LLC owns or develops intellectual property, defining ownership and usage rights

2. Non-Compete and Non-Solicitation: Include when members agree to restrictions on competitive activities

3. Additional Capital Calls: Include when there may be need for future capital contributions beyond initial investments

4. Tax Provisions: Detailed section needed when specific tax arrangements between members are required

5. Insurance Requirements: Include when specific insurance coverage is mandatory for the business

6. Foreign Investment Compliance: Required when one or both members are foreign nationals or entities

7. Digital Operations: Include when the LLC operates significant online business components

8. Employee Management: Required when the LLC plans to hire employees and needs management structure for employment decisions

Suggested Schedules

1. Schedule A - Capital Contributions: Detailed breakdown of initial capital contributions by each member

2. Schedule B - Member Information: Detailed information about members including contact details and representatives

3. Schedule C - Business Plan: Initial business plan and operational objectives

4. Schedule D - Asset Register: List of LLC assets and their agreed values

5. Appendix 1 - Voting Procedures: Detailed procedures for different types of voting scenarios

6. Appendix 2 - Financial Reporting Format: Templates and requirements for financial reporting

7. Appendix 3 - Compliance Checklist: List of regulatory compliance requirements and deadlines

8. Appendix 4 - Authorized Signatories: List of authorized signatories and their powers

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

Technology

Professional Services

Manufacturing

Retail

Real Estate

Healthcare

Education

Consulting

E-commerce

Financial Services

Media and Entertainment

Food and Beverage

Transportation and Logistics

Construction

Agriculture

Relevant Teams

Legal

Finance

Compliance

Corporate Governance

Risk Management

Operations

Business Development

Administration

Executive Leadership

Company Secretarial

Relevant Roles

Business Owner

Managing Partner

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Business Development Manager

Operations Director

Compliance Officer

Risk Manager

Corporate Lawyer

Finance Director

Managing Director

Entrepreneur

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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