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The 2 Member LLC Operating Agreement is a fundamental document required when establishing a Limited Liability Company in South Africa with two founding members. This document is essential for businesses seeking to operate under the framework of South African company law, particularly the Companies Act of 2008. It serves as the primary governing document that defines the relationship between members, establishes management structures, and sets forth operational procedures. The agreement should be created during the company formation process and includes crucial information about capital contributions, profit sharing, voting rights, transfer restrictions, and dispute resolution mechanisms. It provides legal protection for both members and creates a clear framework for business operations, making it an essential document for any two-person business venture in South Africa.

1. Parties: Identifies and provides full details of the two members entering into the Operating Agreement

2. Background: Outlines the context and purpose for establishing the LLC and entering into this agreement

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

4. Formation and Name: Details of the LLC's formation, registered name, and registration number

5. Principal Place of Business: Specifies the company's registered address and principal place of business

6. Purpose and Powers: Defines the business purpose of the LLC and its powers to conduct business

7. Duration: Specifies the term of the LLC (typically perpetual unless stated otherwise)

8. Capital Contributions: Details the initial and any additional capital contributions required from members

9. Membership Interests: Specifies the percentage ownership interests of each member

10. Management Structure: Defines how the LLC will be managed and the roles of members in management

11. Meetings and Voting: Procedures for member meetings and voting requirements for various decisions

12. Distributions and Allocations: How profits, losses, and distributions will be allocated between members

13. Books and Records: Requirements for maintaining company records and member access rights

14. Transfer Restrictions: Limitations on members' ability to transfer their interests to third parties

15. Withdrawal and Dissolution: Procedures for member withdrawal and company dissolution

16. Dispute Resolution: Mechanisms for resolving disputes between members

17. Governing Law: Specifies that South African law governs the agreement

18. General Provisions: Standard clauses including amendments, notices, and severability