LLC Taxed As C Corp Operating Agreement Template for England and Wales

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Key Requirements PROMPT example:

LLC Taxed As C Corp Operating Agreement

"I need an LLC Taxed As C Corp Operating Agreement for my UK-based technology startup with three founding members, including specific provisions for future investment rounds and a detailed structure for our R&D operations planned to begin in March 2025."

Document background
The LLC Taxed As C Corp Operating Agreement is essential when establishing a business entity that combines features of U.S. tax treatment with UK legal governance. This document is typically used when companies seek specific tax advantages available under U.S. corporate tax regulations while operating within the English and Welsh legal framework. It comprehensively covers corporate governance, ownership rights, management responsibilities, capital structure, and operational procedures. The agreement is particularly relevant for international businesses or those with U.S. connections seeking to establish operations in the UK while maintaining certain U.S. tax benefits.
Suggested Sections

1. Parties: Identification of all members/shareholders and the company

2. Background: Context and purpose of the operating agreement

3. Definitions: Key terms used throughout the agreement

4. Company Formation: Details of company structure and registration

5. Capital Contributions: Initial and ongoing capital requirements

6. Management Structure: Governance and decision-making processes

7. Voting Rights: Member voting procedures and thresholds

8. Distributions: Profit sharing and distribution policies

9. Transfer of Interests: Rules for transferring ownership stakes

Optional Sections

1. Tag-Along Rights: Protection mechanisms for minority shareholders in case of majority stake sale

2. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in the sale of the company

3. Non-Compete Provisions: Restrictions on competitive activities by members during and after their involvement with the company

Suggested Schedules

1. Initial Capital Contributions Schedule: Detailed breakdown of member contributions and valuations

2. Share Register: Current ownership structure and shareholdings details

3. Management Procedures: Detailed operational procedures and policies for company management

4. Valuation Methods: Agreed methods and procedures for company and share valuation

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
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company formation and operation in England and Wales

Limited Liability Partnerships Act 2000: Key legislation governing the formation and operation of Limited Liability Partnerships in the UK

Partnership Act 1890: Foundational legislation establishing the basic principles of partnership law in the UK

Corporation Tax Act 2010: Legislation governing corporate taxation in the UK

Finance Act: Annual legislation implementing the UK government's budget decisions and tax policies

Companies House Regulations: Regulatory requirements for company registration and ongoing compliance in the UK

Jurisdictional Conflict Note: Important consideration that LLC and C Corporation structures are U.S. business entities not directly compatible with UK law

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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