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Operating Agreement For Member Managed Limited Liability Company

Operating Agreement For Member Managed Limited Liability Company Template for New Zealand

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Operating Agreement For Member Managed Limited Liability Company

"I need an Operating Agreement For Member Managed Limited Liability Company for a technology startup in Auckland with three founding members, incorporating strong IP protection clauses and provisions for future equity distribution to key developers joining by March 2025."

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Document background
The Operating Agreement For Member Managed Limited Liability Company is a crucial document for businesses establishing themselves as LLCs in New Zealand where the members intend to directly manage the company's operations. This document is essential when forming a new LLC or converting an existing business structure, particularly when multiple owners will be actively involved in day-to-day operations. It comprehensively addresses company formation, management structure, capital contributions, profit sharing, decision-making processes, and member rights and obligations. The agreement must comply with New Zealand's Companies Act 1993 and related business legislation, making it suitable for businesses seeking to establish a clear governance framework while maintaining operational flexibility. It's particularly valuable for small to medium-sized enterprises where owners want to maintain direct control over business operations while enjoying limited liability protection.
Suggested Sections

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

2. Background: Outlines the purpose of forming the LLC and the intent to operate as a member-managed entity

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

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

5. Purpose and Powers: Specifies the LLC's business purpose and its operational powers

6. Members and Capital Contributions: Details initial capital contributions, ownership percentages, and any requirements for additional contributions

7. Management Structure: Establishes the member-managed structure and decision-making processes

8. Meetings and Voting: Procedures for member meetings, voting rights, and quorum requirements

9. Financial Affairs: Covers accounting practices, banking, financial records, and distribution of profits

10. Transfer of Interests: Rules regarding the transfer of membership interests and restrictions thereon

11. Exit Provisions: Procedures for member withdrawal, expulsion, and buy-out arrangements

12. Dissolution and Winding Up: Circumstances and procedures for dissolving the LLC

13. Dispute Resolution: Processes for resolving disputes between members

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

Optional Sections

1. Intellectual Property Rights: Include when the LLC owns or develops significant IP assets

2. Confidentiality and Non-Compete: Add when protecting trade secrets or preventing competitive activities is crucial

3. Employment of Members: Include when members will be employed by the LLC in operational roles

4. International Operations: Add for LLCs conducting business internationally

5. Special Purpose Vehicles: Include when the LLC may create subsidiaries or special purpose entities

6. Tax Provisions: Detailed tax arrangements when complex tax structures are involved

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

8. Related Party Transactions: Add when members have other business interests that may interact with the LLC

Suggested Schedules

1. Schedule 1: Member Details: Complete member information including contact details and initial capital contributions

2. Schedule 2: Business Plan: Initial business plan and strategic objectives

3. Schedule 3: Valuation Methodology: Agreed methods for valuing membership interests

4. Schedule 4: Deed of Accession: Template for new members joining the LLC

5. Schedule 5: Initial Assets: List of assets initially transferred to the LLC

6. Appendix A: Voting Rights Table: Detailed breakdown of voting rights and special resolutions requirements

7. Appendix B: Financial Procedures: Detailed procedures for financial management and reporting

8. Appendix C: Dispute Resolution Procedures: Step-by-step dispute resolution processes

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 Industries

Professional Services

Retail

Technology

Manufacturing

Real Estate

Hospitality

Construction

Healthcare

Consulting

E-commerce

Agriculture

Creative Industries

Import/Export

Education Services

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Operations

Compliance

Risk Management

Business Development

Company Secretariat

Strategic Planning

Relevant Roles

Business Owner

Company Director

Managing Director

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Business Development Manager

Operations Manager

Compliance Officer

Risk Manager

Finance Director

Partnership Manager

Entrepreneur

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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