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Limited Liability Company Operating Agreement

Limited Liability Company Operating Agreement Template for New Zealand

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Key Requirements PROMPT example:

Limited Liability Company Operating Agreement

"I need a Limited Liability Company Operating Agreement for a tech startup in Auckland with three founding members, where we want strong provisions for intellectual property protection and a detailed process for bringing in new investors."

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Document background
The Limited Liability Company Operating Agreement is a fundamental document required when establishing or restructuring a company in New Zealand. It serves as the primary governing document that defines how the company will operate and how its internal affairs will be managed. This agreement is particularly crucial in New Zealand's business environment, where companies must comply with the Companies Act 1993 while maintaining operational flexibility. The document outlines essential elements including ownership structure, capital contributions, management responsibilities, voting rights, profit distribution mechanisms, and procedures for handling business changes or disputes. It's typically used when forming a new company, admitting new members, or updating governance structures to reflect changes in the business or regulatory requirements. The agreement provides legal protection for members while establishing clear operational guidelines aligned with New Zealand's legal framework.
Suggested Sections

1. Parties: Identifies all members of the LLC, including their full legal names, addresses, and ownership percentages

2. Background: Sets out the context for the agreement, including the company's formation purpose and basic structure

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Formation and Name: Details of company registration, business name, and registered office

5. Purpose and Powers: Describes the company's business purpose and scope of permitted activities

6. Capital Contributions: Specifies initial and any additional capital contributions by members

7. Membership Interests: Details the allocation of ownership interests and voting rights

8. Management Structure: Outlines the management framework, whether member-managed or manager-managed

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

10. Financial Affairs: Covers accounting practices, fiscal year, banking, and financial reporting

11. Distributions: Rules for profit distribution and handling of losses

12. Transfer Restrictions: Limitations on transferring membership interests

13. Exit Provisions: Procedures for member withdrawal, expulsion, or death

14. Dissolution: Process for winding up the company and distributing assets

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

Optional Sections

1. Preemptive Rights: Used when members want the right of first refusal before interests can be sold to outside parties

2. Intellectual Property: Required when the LLC owns or develops significant IP assets

3. Non-Compete and Confidentiality: Important for businesses with trade secrets or competitive concerns

4. Tag-Along/Drag-Along Rights: Used in companies that may seek future investment or sale

5. Special Purpose Provisions: For LLCs formed for specific projects or industries

6. International Operations: Required when the LLC conducts business internationally

7. Employee Matters: Needed when the LLC will have employees or specific employment policies

8. Tax Matters: Detailed tax provisions for companies with complex tax structures

Suggested Schedules

1. Schedule 1: Member Details: Detailed information about members including contact details and initial capital contributions

2. Schedule 2: Share Capital: Details of share classes and rights attached to shares

3. Schedule 3: Management Structure: Detailed management procedures and organizational chart

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

5. Schedule 5: Voting Rights: Detailed voting procedures and special voting rights

6. Appendix A: Form of Transfer Notice: Standard form for notifying intent to transfer membership interests

7. Appendix B: Valuation Methods: Agreed methods for valuing membership interests

8. Appendix C: Deed of Accession: Template for new members joining the LLC

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
Relevant legal definitions

















































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Relevant Industries

Technology

Professional Services

Retail

Manufacturing

Real Estate

Healthcare

Financial Services

Construction

Hospitality

Agriculture

Entertainment

Education

Consulting

E-commerce

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Board of Directors

Company Secretariat

Corporate Affairs

Business Development

Relevant Roles

CEO

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Business Development Manager

Chief Financial Officer

Operations Director

Compliance Officer

Risk Manager

Board Member

Company Director

Founding Partner

General Counsel

Corporate Governance Officer

Industries







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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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