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Members Agreement For LLC Template for Singapore

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Key Requirements PROMPT example:

Members Agreement For LLC

"I need a Members Agreement For LLC for my new tech startup in Singapore with tHRee founding members, where two members will contribute capital and one member will contribute technical expertise, and we need clear provisions for future funding rounds expected in March 2025."

Document background
The Members Agreement For LLC is essential when establishing or updating the operational framework of a Limited Liability Company in Singapore. This document is crucial for defining member relationships, preventing potential disputes, and ensuring smooth business operations. It addresses key aspects such as ownership structure, voting rights, capital requirements, and profit distribution, all while adhering to Singapore's legal framework. The agreement becomes particularly important when multiple members are involved, when investment structures are complex, or when specific operational requirements need to be documented.
Suggested Sections

1. Parties: Identification and details of all members entering the agreement

2. Background: Context and purpose of the LLC and member relationship

3. Definitions: Key terms used tHRoughout the agreement

4. Membership Rights and Obligations: Core rights and duties of members including voting rights and participation in management

5. Capital Contributions: Initial and ongoing capital requirements, including procedure for additional capital calls

6. Management Structure: Governance and decision-making framework, including voting tHResholds for different decisions

7. Profit and Loss Distribution: How profits and losses are allocated among members and distribution policy

8. Transfer of Interests: Rules and restrictions for transferring membership interests, including right of first refusal

9. Termination: Conditions and process for terminating membership and winding up the LLC

Optional Sections

1. Non-Compete Provisions: Restrictions on competitive activities and confidentiality obligations

2. Intellectual Property Rights: IP ownership, usage rights, and development of new IP within the LLC

3. Tag-Along Rights: Rights of minority members to join in sale of majority interests

4. Drag-Along Rights: Rights of majority members to force minority members to join in sale

5. Deadlock Resolution: Procedures for resolving deadlocks in decision-making

Suggested Schedules

1. Schedule 1 - Member Details: Complete information about each member including contact details and shareholding percentages

2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of each member's initial capital contribution

3. Schedule 3 - Business Plan: Initial business plan and objectives of the LLC

4. Schedule 4 - Valuation Methodology: Agreed method for valuing membership interests for transfers and exits

5. Schedule 5 - Reserved Matters: List of decisions requiring special majority or unanimous consent

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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Industries

Companies Act 1967: Primary legislation governing company operations in Singapore, particularly provisions relating to private companies and their internal management

Limited Liability Partnerships Act 2005: Key legislation governing the formation, operation and regulation of Limited Liability Partnerships in Singapore

Business Names Registration Act 2014: Legislation governing the registration and regulation of business names in Singapore

Companies (Model Constitutions) Regulations: Regulatory framework providing model constitutions and governance structures for Singapore companies

Limited Liability Partnerships Regulations: Detailed regulations governing the operational aspects of LLPs in Singapore

Business Registration Regulations: Regulations pertaining to the registration and administration of businesses in Singapore

ACRA Requirements: Regulatory requirements set by the Accounting and Corporate Regulatory Authority for company compliance and governance

MAS Guidelines: Guidelines from the Monetary Authority of Singapore that may apply to certain business activities

Singapore Contract Law: General contract law principles applicable to business agreements in Singapore

Singapore Employment Law: Legal framework governing employment relationships, relevant when members are also employees

Singapore Tax Law: Tax regulations affecting business operations, profit distribution, and member income

Personal Data Protection Act 2012: Legislation governing the collection, use, and disclosure of personal data in Singapore

Members Rights and Obligations: Legal provisions and considerations regarding the rights, duties, and responsibilities of LLC members

Capital Contributions Framework: Legal structure governing how members contribute capital to the LLC and related obligations

Profit Sharing Arrangements: Legal considerations for structuring and implementing profit distribution among LLC members

Management Structure Requirements: Legal requirements and considerations for establishing LLC management hierarchy and decision-making processes

Voting Rights Framework: Legal structure for member voting rights and decision-making procedures

Membership Interest Transfer Rules: Legal provisions governing the transfer of membership interests within the LLC

Dispute Resolution Framework: Legal mechanisms and requirements for handling disputes between LLC members

Exit Provisions: Legal considerations and requirements for member withdrawal, retirement, or termination from the LLC

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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