50 50 Operating Agreement Template for England and Wales

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Key Requirements PROMPT example:

50 50 Operating Agreement

"I need a 50 50 Operating Agreement for a new technology consulting business I'm starting with my business partner in March 2025, with specific provisions for intellectual property rights and client confidentiality as we'll be working with sensitive corporate data."

Document background
The 50 50 Operating Agreement is essential for businesses where two partners wish to establish equal ownership and control. This document, governed by English and Welsh law, outlines capital contributions, profit sharing, management rights, and decision-making processes. It's particularly crucial for new business ventures or existing businesses transitioning to an equal partnership structure. The agreement provides clarity on operational matters, dispute resolution, and exit strategies, while ensuring compliance with UK company law and related regulations.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Business Purpose: Scope and objectives of the business venture

5. Capital Contributions: Initial and ongoing financial commitments

6. Profit and Loss Sharing: 50/50 distribution mechanisms and procedures

7. Management Rights: Decision-making processes and authority levels

8. Transfer Restrictions: Rules regarding ownership transfer

9. Termination: Circumstances and procedures for terminating the agreement

10. Governing Law: Specification of English and Welsh law as governing law

Optional Sections

1. Non-Compete Provisions: Restrictions on competitive activities when parties have other business interests

2. Intellectual Property Rights: IP ownership and usage rights when IP is significant to the business

3. Exit Strategy: Specific procedures for business dissolution or partner exit

4. Employee Matters: Provisions relating to employment policies and procedures when the business will have employees

5. Confidentiality: Provisions for protecting confidential information and trade secrets

Suggested Schedules

1. Schedule 1: Initial Capital Contributions: Detailed breakdown of each party's initial investment

2. Schedule 2: Business Plan: Detailed operational and strategic plans

3. Schedule 3: Asset Register: List of company assets and their ownership

4. Schedule 4: Management Procedures: Detailed operational procedures and protocols

5. Schedule 5: Reserved Matters: List of decisions requiring unanimous consent

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
Industries

Companies Act 2006: Primary legislation governing company formation, management, operation, directors' duties and responsibilities, and shareholder rights and obligations

Partnership Act 1890: Fundamental legislation covering partnership principles, relevant for understanding basic partnership structures and relationships between business partners

Limited Liability Partnerships Act 2000: Key legislation for LLP structures, defining the framework for limited liability partnerships

Financial Services and Markets Act 2000: Regulatory framework for financial services and regulated activities, must be considered if the business involves regulated operations

Small Business, Enterprise and Employment Act 2015: Legislation containing specific provisions affecting small businesses and their operations

Corporation Tax Act 2010: Tax legislation governing corporate taxation and its implications for profit sharing and distributions

Income Tax Act 2007: Tax legislation affecting individual income taxation, relevant for profit distributions to members/shareholders

Employment Rights Act 1996: Primary legislation governing employment relationships and rights, essential if the business will have employees

Data Protection Act 2018: UK's implementation of GDPR, governing how the business must handle personal data

Contract Law Principles: Common law principles governing formation and enforcement of contracts in England and Wales

Competition Law: Legal framework preventing anti-competitive practices, must be considered if relevant to the business sector

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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