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Llc Ownership Percentage Agreement
"I need an LLC Ownership Percentage Agreement for a tech startup with three founding members having unequal ownership (50%, 30%, and 20%), including provisions for future investor dilution and special voting rights for the majority owner."
1. Parties: Identifies all members of the LLC and their contact information
2. Background: Describes the LLC's formation, purpose, and the intent to establish ownership percentages
3. Definitions: Defines key terms used throughout the agreement
4. Ownership Percentages: Specifies the exact ownership percentage held by each member
5. Capital Contributions: Details initial and any required future capital contributions corresponding to ownership percentages
6. Profit and Loss Allocation: Explains how profits and losses are distributed based on ownership percentages
7. Voting Rights: Outlines voting power and procedures based on ownership percentages
8. Transfer Restrictions: Sets forth limitations and procedures for transferring ownership interests
9. Management Rights: Describes management authority and decision-making processes
10. Distributions: Specifies how and when monetary distributions will be made to members
11. Books and Records: Establishes record-keeping requirements and member access rights
12. Representations and Warranties: Contains statements of fact and promises by the parties
13. Term and Termination: Specifies the duration of the agreement and conditions for termination
14. Governing Law: Identifies the state law governing the agreement
15. General Provisions: Includes standard boilerplate provisions such as notices, amendments, and severability
1. Tag-Along Rights: Include when members want the right to join in the sale of other members' interests
2. Drag-Along Rights: Include when majority owners want the right to force minority owners to join in a sale
3. Right of First Refusal: Include when existing members should have priority to purchase available ownership interests
4. Buy-Sell Provisions: Include when specific trigger events (death, disability, retirement) should force a sale of interests
5. Special Allocations: Include when certain tax items or profits/losses need to be allocated differently from ownership percentages
6. Dispute Resolution: Include when parties want specific arbitration or mediation procedures
7. Non-Compete Provisions: Include when members should be restricted from competing with the LLC
8. Put and Call Options: Include when members want rights to force purchases or sales of interests
1. Schedule A - Member Information: Detailed list of members, contact information, and initial ownership percentages
2. Schedule B - Capital Contributions: Itemized list of initial capital contributions (cash, property, services) by each member
3. Schedule C - Valuation Methodology: Agreed-upon methods for valuing ownership interests for various transfer scenarios
4. Appendix 1 - LLC Operating Agreement: Copy or relevant sections of the LLC's operating agreement
5. Appendix 2 - Transfer Forms: Standard forms for documenting ownership transfers
6. Appendix 3 - Tax Elections: Documentation of any special tax elections affecting ownership interests
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Real Estate
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Consulting
E-commerce
Agriculture
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Corporate Governance
Executive Leadership
Finance
Compliance
Risk Management
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Operations
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Investment
CEO
Business Owner
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Business Development Manager
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Corporate Secretary
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