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Member Managed LLC Operating Agreement
"I need a Member Managed LLC Operating Agreement for a tech startup in Berlin with three founding members who will all participate equally in management decisions, with specific provisions for intellectual property protection and future investor participation."
1. Parties: Identification of all founding members of the LLC
2. Background: Context of the agreement and purpose of forming the LLC
3. Definitions: Key terms used throughout the agreement
4. Formation and Name: Details of company formation, registered name, and address
5. Purpose and Powers: Company's business purpose and scope of authorized activities
6. Capital Contributions: Initial and subsequent capital contributions, valuation of non-cash contributions
7. Members' Shares and Liability: Distribution of shares, voting rights, and limitation of liability
8. Management Structure: Management rights, decision-making processes, and voting thresholds
9. Meetings and Resolutions: Procedures for member meetings and passing resolutions
10. Financial Matters: Accounting, distributions, tax matters, and fiscal year
11. Transfer of Shares: Rules for transferring membership interests and right of first refusal
12. Termination and Dissolution: Process for company dissolution and member withdrawal
13. Confidentiality: Protection of company and member confidential information
14. Governing Law and Jurisdiction: Applicable German law and jurisdiction for disputes
15. Amendments: Procedures for modifying the operating agreement
1. Intellectual Property Rights: Required when the LLC will develop or manage significant IP assets
2. Non-Competition and Non-Solicitation: Added when members agree to restrictions on competing activities
3. Advisory Board: Include when the LLC will have an advisory board structure
4. Employee Participation: Needed when implementing employee ownership or profit-sharing programs
5. International Operations: Required for LLCs planning to operate across borders
6. Deadlock Resolution: Important for LLCs with equal ownership splits
7. Special Purpose Vehicles: Include when the LLC plans to create subsidiary entities
1. Schedule 1 - Initial Members and Capital Contributions: Detailed list of members and their initial capital contributions
2. Schedule 2 - Business Plan: Initial business plan and strategic objectives
3. Schedule 3 - Management Procedures: Detailed procedures for day-to-day management
4. Schedule 4 - Valuation Methods: Agreed methods for valuing company shares and assets
5. Schedule 5 - Specimen Resolution Forms: Templates for common member resolutions
6. Appendix A - Articles of Association: Copy of the official Articles of Association (Gesellschaftsvertrag)
7. Appendix B - Member Contact Information: Current contact details for all members
8. Appendix C - Signature Pages: Executed signature pages of all members
Authors
Articles of Association
Business Day
Capital Account
Capital Contribution
Company
Commercial Register
Confidential Information
Distributable Profits
Effective Date
Fiscal Year
GmbHG
Geschäftsführer
Gesellschafter
Gesellschafterversammlung
Initial Capital
Intellectual Property
Major Decisions
Managing Member
Member
Membership Interest
Non-Managing Member
Operating Expenses
Percentage Interest
Permitted Transfer
Profit and Loss
Qualified Majority
Registered Office
Related Party
Resolution
Share
Share Capital
Shareholders' Meeting
Simple Majority
Stamm Capital
Subsidiary
Super Majority
Transfer
Unanimous Consent
Voting Rights
Capital Contributions
Membership Interests
Management Rights
Voting Rights
Meeting Procedures
Decision Making
Financial Matters
Profit Distribution
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Intellectual Property
Termination
Member Withdrawal
Company Dissolution
Death or Incapacity
Dispute Resolution
Amendment Procedures
Notices
Severability
Governing Law
Force Majeure
Compliance
Record Keeping
Tax Matters
Indemnification
Member Obligations
Business Operations
Asset Management
Banking and Finance
Third Party Rights
Assignment
Representations and Warranties
Technology
Professional Services
Manufacturing
Retail
Consulting
Real Estate
Healthcare
Food and Beverage
Construction
Digital Services
Creative Industries
Import/Export
Financial Services
Education and Training
Legal
Corporate Governance
Executive Leadership
Finance
Operations
Compliance
Risk Management
Administrative
Business Development
Strategy
Managing Director
Company Founder
Business Owner
Legal Counsel
Corporate Lawyer
Chief Executive Officer
Chief Financial Officer
Company Secretary
Business Development Manager
Operations Director
Compliance Officer
Risk Manager
Corporate Governance Specialist
Partner
Board Member
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