Members Agreement For LLC Template for England and Wales

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Key Requirements PROMPT example:

Members Agreement For LLC

"Need a Members Agreement For LLC for a new tech startup with three founding members, where two will be active in management and one will be a silent investor, with specific provisions for future funding rounds and IP protection."

Document background
The Members Agreement For LLC is essential when establishing or restructuring a Limited Liability Company in England and Wales. It serves as the primary governing document that defines how the LLC will operate and how members will interact with each other. This agreement is particularly crucial when multiple members are involved, as it helps prevent future disputes by clearly outlining capital contributions, profit sharing, management responsibilities, and exit procedures. The document must comply with UK company law while providing flexibility for business growth and change.
Suggested Sections

1. Parties: Identification and details of all members of the LLC

2. Background: Context of the agreement and purpose of the LLC

3. Definitions: Key terms and their meanings used throughout the agreement

4. Members' Rights and Obligations: Core responsibilities and entitlements of members including voting rights and duties

5. Capital Contributions: Initial and ongoing capital requirements, procedure for additional contributions

6. Profit and Loss Sharing: Distribution of profits, allocation of losses, and dividend policy

7. Management Structure: Governance framework, decision-making processes, and meeting procedures

8. Transfer of Interests: Rules regarding transfer of membership interests, including right of first refusal

9. Termination: Circumstances and process for agreement termination, member withdrawal, and dissolution

Optional Sections

1. Non-compete Provisions: Restrictions on competitive activities and confidentiality obligations

2. Intellectual Property Rights: Ownership and use of intellectual property created by members

3. International Operations: Provisions for cross-border activities and compliance requirements

4. Deadlock Resolution: Procedures for resolving deadlock situations in decision-making

5. Tag-Along and Drag-Along Rights: Provisions protecting minority members in sale situations

Suggested Schedules

1. Schedule 1: Member Details: Detailed information about each member including contact details and shareholding

2. Schedule 2: Initial Capital Contributions: Breakdown of initial capital provided by each member

3. Schedule 3: Business Plan: Initial business plan and strategy

4. Appendix A: Deed of Adherence: Template for new members joining the LLC

5. Appendix B: Valuation Methodology: Agreed method for valuing membership interests

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 operations, corporate structure, and governance in the UK

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

Partnership Act 1890: Historic legislation providing foundational partnership principles that still influence modern business structures

Limited Liability Partnerships Regulations 2001: Secondary legislation detailing specific operational requirements and procedures for LLPs

Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009: Regulations specifying how provisions of the Companies Act 2006 apply to LLPs

Financial Services and Markets Act 2000: Legislation governing financial services and markets regulation, relevant if the LLC operates in financial services

Competition Act 1998: Legislation governing fair competition and anti-competitive practices

Data Protection Act 2018: UK's implementation of data protection requirements, including UK GDPR provisions

Corporate Insolvency and Governance Act 2020: Recent legislation governing corporate insolvency procedures and governance requirements

Companies House Requirements: Regulatory requirements for company registration, filing, and ongoing compliance with the UK business registry

FCA Regulations: Financial Conduct Authority regulations applicable to regulated business activities

Corporation Tax Act 2010: Primary legislation governing corporate taxation in the UK

Employment Legislation: Various acts governing employment relationships, rights, and obligations for businesses with employees

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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