Limited Liability Operating Agreement Template for Australia

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Key Requirements PROMPT example:

Limited Liability Operating Agreement

"I need a Limited Liability Operating Agreement for a technology startup with three founding members, incorporating specific provisions for intellectual property protection and future investment rounds, to be implemented by March 2025."

Document background
A Limited Liability Operating Agreement is a foundational document used when establishing or restructuring a company in Australia. This agreement is essential for defining the company's internal management structure, member relationships, and operational procedures. It becomes particularly crucial when multiple members are involved or when sophisticated governance arrangements are required. The document must comply with Australian federal and state legislation, particularly the Corporations Act 2001, and includes provisions for capital contributions, profit distribution, management responsibilities, transfer of interests, and dispute resolution. It serves as the primary reference point for company governance and member rights, providing clarity and legal certainty for all stakeholders involved in the business operation.
Suggested Sections

1. Parties: Identifies and defines all members/parties to the agreement

2. Background: Provides context for the agreement, including company formation details and purpose

3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement

4. Company Formation and Purpose: Details about the company's establishment, business purpose, and principal place of business

5. Capital Contributions: Specifies initial and subsequent capital contributions, valuation methods, and capital accounts

6. Membership Interests: Details the allocation of membership interests, voting rights, and economic rights

7. Management Structure: Outlines management roles, responsibilities, and decision-making processes

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

9. Distributions and Allocations: Rules for profit/loss allocation and distribution policies

10. Transfer of Interests: Procedures and restrictions for transferring membership interests

11. Exit Provisions: Procedures for member withdrawal, removal, or death

12. Dispute Resolution: Processes for resolving disputes between members or with management

13. Confidentiality: Obligations regarding company and member confidential information

14. Amendment Procedures: Process for modifying the operating agreement

15. Dissolution and Winding Up: Procedures for company dissolution and asset distribution

16. General Provisions: Standard clauses including governing law, notices, and severability

Optional Sections

1. Tag-Along Rights: Optional provisions giving minority members the right to join in sale transactions - relevant for companies with significant minority interests

2. Drag-Along Rights: Provisions allowing majority members to force minority members to join in sale transactions - useful for larger companies

3. Pre-emptive Rights: Right of first refusal on new issues or transfers of interests - important for closely-held companies

4. Put and Call Options: Specific buy-sell arrangements between members - useful for companies with sophisticated investors

5. Intellectual Property Rights: Specific provisions for IP ownership and licensing - essential for technology or creative companies

6. Non-Compete Provisions: Restrictions on competitive activities - important for companies where members have industry expertise

7. Additional Capital Arrangements: Detailed provisions for future funding rounds - relevant for growth-focused companies

8. Foreign Ownership Provisions: Special provisions for foreign members - necessary when foreign investment is involved

Suggested Schedules

1. Schedule 1: Member Details: Complete details of all members including contact information and initial capital contributions

2. Schedule 2: Initial Capital Contributions: Detailed breakdown of each member's initial contribution, including valuation of non-cash contributions

3. Schedule 3: Company Assets: List of company assets at formation, including any intellectual property

4. Schedule 4: Management Structure: Detailed organizational chart and management responsibilities

5. Schedule 5: Business Plan: Initial business plan and strategic objectives

6. Appendix A: Consent Resolutions: Template forms for written member resolutions

7. Appendix B: Transfer Notice: Standard form for notifying transfer of membership interests

8. Appendix C: Proxy Form: Template for appointing proxies for member meetings

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Professional Services

Manufacturing

Retail

Healthcare

Real Estate

Construction

Financial Services

Hospitality

Agriculture

Mining

Education

Entertainment

Consulting

E-commerce

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Corporate Affairs

Business Development

Operations

Administration

Relevant Roles

CEO

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Business Development Manager

CFO

Operations Manager

Compliance Officer

Risk Manager

Board Member

Company Director

General Counsel

Financial Controller

Business Owner

Entrepreneur

Partnership Manager

Investment Manager

Industries
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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