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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 tech startup with three equal partners, incorporating specific provisions for intellectual property protection and a first right of refusal for any membership transfers, to be effective from March 1, 2025."
1. Parties: Identifies all initial members of the LLC and their contact information
2. Background: States the purpose of forming the LLC and basic information about the company's establishment
3. Definitions: Defines key terms used throughout the agreement
4. Formation and Name: Details about the LLC's formation, name, and registered office
5. Purpose and Powers: Describes the LLC's business purpose and general powers
6. Members and Membership Interests: Lists initial members, their capital contributions, and ownership percentages
7. Management and Voting: Outlines management structure, voting rights, and decision-making processes
8. Meetings and Records: Procedures for member meetings and maintenance of company records
9. Allocations and Distributions: Details how profits, losses, and distributions are allocated among members
10. Transfer Restrictions: Rules regarding the transfer of membership interests
11. Withdrawal and Dissolution: Procedures for member withdrawal and company dissolution
12. Books and Tax Matters: Requirements for financial records, tax elections, and reporting
13. Indemnification: Provisions for protecting members from business-related liabilities
14. Amendment Procedures: Process for modifying the operating agreement
15. General Provisions: Miscellaneous legal provisions including governing law and severability
1. Competing Activities: Restrictions on members engaging in competing businesses - include when members may have other business interests
2. Confidentiality: Provisions protecting company trade secrets and confidential information - important for businesses with proprietary information
3. Drag-Along Rights: Enables majority members to force minority members to join in the sale of the company - useful for companies planning future sale
4. Tag-Along Rights: Allows minority members to join in sales by majority members - protection for minority interests
5. Buy-Sell Provisions: Detailed procedures for buying out members in specific circumstances - important for family businesses or close-knit groups
6. Special Allocations: Complex profit/loss allocation provisions - needed for businesses with unique financial arrangements
7. Mediation and Arbitration: Alternative dispute resolution procedures - useful for avoiding costly litigation
8. Insurance Requirements: Specific insurance coverage requirements - important for high-risk businesses
1. Schedule A - Member Information: Detailed list of members, contact information, and initial capital contributions
2. Schedule B - Capital Accounts: Initial capital account balances and contribution details
3. Schedule C - Approved Officers: List of approved officers and their roles, if any
4. Schedule D - Approved Salaries: Any approved salaries or compensation for managing members
5. Appendix 1 - Form of Member Certificate: Template for membership certificates, if used
6. Appendix 2 - Transfer Notice: Standard form for notifying the LLC of intended membership transfers
7. Appendix 3 - Tax Elections: Documentation of tax treatment elections and related forms
8. Appendix 4 - Valuation Methods: Agreed-upon methods for valuing membership interests
Authors
Professional Services
Real Estate
Technology
Retail
Manufacturing
Healthcare
Construction
Hospitality
Financial Services
Consulting
E-commerce
Agriculture
Entertainment
Education
Transportation
Legal
Finance
Executive Leadership
Corporate Governance
Compliance
Tax
Risk Management
Business Development
Corporate Secretary Office
Business Owner
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Managing Member
General Counsel
Corporate Attorney
Business Development Manager
Company Secretary
Tax Director
Compliance Officer
Risk Manager
Managing Partner
Entrepreneur
Small Business Owner
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