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Manager Managed LLC Operating Agreement
"I need a Manager Managed LLC Operating Agreement for a tech startup in Berlin that will have three founding members and two professional managers, with specific provisions for future investor rights and IP protection, to be implemented by March 2025."
1. Parties: Identification of all founding members (Gesellschafter) and their contact details
2. Background: Context of the company formation and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Formation and Name: Company name, registered office, and formation details
5. Purpose of the Company: Business objectives and scope of activities (Unternehmensgegenstand)
6. Share Capital and Contributions: Details of the company's share capital (Stammkapital) and members' contributions
7. Members and Shares: Rights and obligations of members, share transfer restrictions, and succession rules
8. Management Structure: Appointment, removal, and powers of managers (Geschäftsführer)
9. Management Duties and Limitations: Specific responsibilities, restrictions, and reporting obligations of managers
10. Members' Meetings: Procedures for convening and conducting members' meetings (Gesellschafterversammlungen)
11. Resolutions and Voting: Decision-making processes and voting requirements
12. Financial Matters: Profit distribution, losses, and accounting requirements
13. Term and Termination: Duration of the agreement and termination provisions
14. Confidentiality: Protection of company and member confidential information
15. Notices: Communication procedures between parties
16. Governing Law: Confirmation of German law application and jurisdiction
1. Non-Competition: Restrictions on members' competing activities - include when members are active in similar industries
2. Advisory Board: Structure and powers of an advisory board (Beirat) - include for larger LLCs or when additional oversight is desired
3. Intellectual Property: IP ownership and usage rights - include when IP is significant to the business
4. Tag-Along/Drag-Along Rights: Share transfer provisions - include for companies planning future sale or investment
5. Deadlock Resolution: Procedures for resolving member disputes - include when there are equal shareholdings
6. Employee Participation: Employee share schemes or profit participation - include when employee ownership is planned
7. International Operations: Provisions for foreign business activities - include for companies operating internationally
8. Digital Meetings: Provisions for virtual meetings and electronic communications - include for modern operating procedures
1. Initial Members and Contributions: Detailed list of members and their initial capital contributions
2. Share Certificate Template: Standard form for share certificates if used
3. Management Procedures: Detailed management protocols and internal regulations
4. Restricted Matters: List of actions requiring special approval
5. Business Plan: Initial business plan and strategic objectives
6. Specimen Signatures: Authorized signatures of managers and key representatives
7. Related Party Agreements: List of existing agreements with related parties
8. Compliance Guidelines: Internal compliance and governance procedures
Authors
Articles of Association (Gesellschaftsvertrag)
Business Day
Capital Account
Capital Contribution (Stammeinlage)
Company (Gesellschaft)
Company Purpose (Unternehmensgegenstand)
Confidential Information
Default Event
Distributable Profits (Bilanzgewinn)
Effective Date
Encumbrance
Financial Year (Geschäftsjahr)
Fiscal Year
General Meeting (Gesellschafterversammlung)
German GAAP (HGB)
Initial Capital (Stammkapital)
Intellectual Property Rights
Management Board (Geschäftsführung)
Managing Director (Geschäftsführer)
Material Contract
Member (Gesellschafter)
Membership Rights (Gesellschafterrechte)
Minority Rights (Minderheitenrechte)
Officers
Ordinary Resolution
Percentage Interest
Permitted Transfer
Purchase Price
Registered Office (Sitz der Gesellschaft)
Related Party
Reserved Matters
Resolution (Beschluss)
Share (Geschäftsanteil)
Share Capital
Share Certificate (Gesellschaftsanteilsurkunde)
Share Register (Gesellschafterliste)
Special Resolution
Subsidiary (Tochtergesellschaft)
Super-Majority Resolution
Transfer
Voting Rights (Stimmrechte)
Company Name and Registered Office
Business Purpose
Duration
Share Capital
Capital Contributions
Membership Rights
Share Transfer Restrictions
Management Authority
Management Duties
Management Compensation
Member Meetings
Voting Rights
Reserved Matters
Financial Matters
Profit Distribution
Books and Records
Reporting Requirements
Confidentiality
Non-Competition
Intellectual Property
Deadlock Resolution
Tag-Along Rights
Drag-Along Rights
Exit Rights
Termination
Dissolution
Amendment Procedures
Dispute Resolution
Governing Law
Severability
Notices
Force Majeure
Assignment
Entire Agreement
Compliance
Technology
Manufacturing
Professional Services
Real Estate
Retail
Healthcare
Financial Services
Construction
Hospitality
Consulting
E-commerce
Energy
Logistics
Media and Entertainment
Software Development
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Corporate Services
Risk Management
Business Development
Operations
Company Secretariat
Managing Director
CEO
CFO
General Counsel
Corporate Secretary
Legal Director
Compliance Officer
Business Development Director
Operations Manager
Finance Director
Board Member
Company Secretary
Risk Manager
Corporate Governance Officer
Investment Manager
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