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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 German technology startup with three founding members, incorporating specific provisions for intellectual property protection and future investment rounds, planned to be effective from March 1, 2025."
1. Parties: Identification of all founding members of the LLC, including full legal names, addresses, and ownership percentages
2. Background: Context of the agreement, purpose of forming the LLC, and brief description of the business
3. Definitions: Defined terms used throughout the agreement for clarity and consistency
4. Formation and Name: Company name, registered office, purpose of business, and formation details
5. Capital Contributions: Initial capital contributions, types of contributions (cash/assets), and valuation methods
6. Membership Interests: Classes of membership interests, voting rights, and economic rights
7. Management Structure: Management rights and responsibilities, decision-making processes, and voting thresholds
8. Meetings and Voting: Procedures for member meetings, voting requirements, and quorum rules
9. Distributions and Allocations: Profit and loss allocation, distribution policies, and timing
10. Transfer Restrictions: Limitations on transfer of membership interests, right of first refusal, and transfer procedures
11. Exit Provisions: Member withdrawal, death, disability, and buyout provisions
12. Dissolution and Liquidation: Events triggering dissolution, liquidation procedures, and asset distribution
13. Books and Records: Record-keeping requirements, access rights, and financial reporting obligations
14. Confidentiality: Protection of company information and trade secrets
15. Amendments: Procedures for modifying the operating agreement
16. Governing Law: Specification of German law application and jurisdiction
1. Intellectual Property Rights: Used when the company has significant IP assets, defining ownership and usage rights
2. Employment of Members: Required when members will be employed by the LLC, defining employment terms
3. Tag-Along and Drag-Along Rights: Included for larger LLCs or when future sale possibilities are anticipated
4. Dispute Resolution: Detailed procedures for resolving conflicts, including mediation or arbitration provisions
5. Non-Competition: Restrictions on members' competitive activities, used when protecting market position is crucial
6. International Operations: Required when the LLC operates across borders, addressing international business aspects
7. Special Purpose Vehicles: Used when the LLC plans to create subsidiaries or special purpose entities
8. Advisory Board: When the LLC wants to establish a non-statutory advisory board
1. Schedule A - Member Information: Detailed list of members, contact information, and initial capital contributions
2. Schedule B - Asset Valuation: Valuation details of non-cash contributions to capital
3. Schedule C - Business Plan: Initial business plan and operating guidelines
4. Schedule D - Property Schedule: List of company-owned or leased properties and assets
5. Appendix 1 - Meeting Procedures: Detailed procedures for conducting member meetings
6. Appendix 2 - Financial Reporting Templates: Standard formats for required financial reports
7. Appendix 3 - Signature Authorities: Documentation of signing powers and authority limits
8. Appendix 4 - Compliance Guidelines: Summary of key regulatory compliance requirements
Authors
Articles of Association
Bankruptcy Event
Business Day
Capital Account
Capital Contribution
Commercial Register
Company
Company Assets
Confidential Information
Default Event
Effective Date
Encumbrance
Fair Market Value
Financial Year
Fiscal Year
Gesellschaft mit beschränkter Haftung (GmbH)
Geschäftsführer
Gesellschafter
Governing Law
Initial Capital
Intellectual Property Rights
Legal Representative
Management Board
Managing Director
Material Breach
Member
Membership Interest
Non-competing Activities
Notice
Operating Expenses
Percentage Interest
Permitted Transfer
Person
Profit and Loss
Qualified Majority
Registered Office
Related Party
Resolution
Share Capital
Shareholders' Meeting
Stammeinlage
Stammkapital
Supermajority Vote
Transfer
Transferee
Voting Rights
Capital Contribution
Membership Rights
Management Structure
Voting Rights
Decision Making
Meeting Procedures
Profit Distribution
Loss Allocation
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Exit Rights
Confidentiality
Non-Competition
Intellectual Property
Books and Records
Financial Reporting
Tax Matters
Dispute Resolution
Amendments
Termination
Dissolution
Force Majeure
Notices
Governing Law
Severability
Assignment
Entire Agreement
Member Death Provisions
Disability Provisions
Succession Planning
Business Purpose
Registered Office
Share Capital
Compliance
Indemnification
Insurance
Representations and Warranties
Technology
Manufacturing
Professional Services
Retail
Real Estate
Healthcare
Financial Services
Construction
Hospitality
E-commerce
Consulting
Media and Entertainment
Transportation and Logistics
Energy
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Risk Management
Corporate Secretariat
Business Development
Operations
Strategic Planning
CEO
Managing Director
Company Founder
Business Owner
Legal Counsel
Corporate Lawyer
Chief Financial Officer
Company Secretary
Business Development Director
Operations Manager
Compliance Officer
Risk Manager
Board Member
Partner
Entrepreneur
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