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Operating Agreement For LLC Taxed As S Corporation

Operating Agreement For LLC Taxed As S Corporation Template for England and Wales

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Key Requirements PROMPT example:

Operating Agreement For LLC Taxed As S Corporation

"I need an Operating Agreement for LLC Taxed as S Corporation for my new tech consulting business launching in March 2025, with specific provisions for intellectual property protection and a management structure that includes three founding members with equal voting rights."

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Document background
An Operating Agreement For LLC Taxed As S Corporation is essential when establishing a Limited Liability Company in the US that wishes to maintain LLC legal protection while enjoying S Corporation tax benefits. This document outlines the company's governance structure, member rights and responsibilities, capital contributions, profit distribution methods, and transfer restrictions. However, the specified English and Welsh governing law creates a jurisdictional conflict, as these business structures don't exist in the UK. The document should be used when forming a new LLC with S Corporation tax election or modifying an existing LLC's structure. It serves as the primary governing document for internal operations and member relationships.
Suggested Sections

1. Parties: Identification of all members/owners of 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 formation

5. Management Structure: Governance and decision-making processes

6. Capital Contributions: Initial and additional capital requirements

7. Profit and Loss Distribution: How profits and losses are allocated

8. Transfer of Interests: Rules for transferring ownership interests

Optional Sections

1. Tax Matters: Specific provisions for tax elections, responsibilities, and compliance requirements

2. Non-Compete Provisions: Restrictions on competitive activities by members and protection of business interests

3. Intellectual Property Rights: Provisions governing ownership, use, and protection of company intellectual property

Suggested Schedules

1. Schedule of Initial Capital Contributions: Detailed breakdown of members' initial investments and contributions

2. Schedule of Members: Comprehensive list of all members and their respective ownership percentages

3. Management Structure Chart: Visual representation of company governance and reporting structure

4. Approved Business Plan: Initial business plan and strategy document for the company

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

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alex.den.21@genieai.co
Relevant legal definitions
Act
Additional Capital Contribution
Adjusted Capital Account
Articles of Organization
Assignee
Available Cash Flow
Board of Directors
Business Day
Capital Account
Capital Contribution
Certificate of Formation
Company
Code
Distributable Cash
Distribution
Effective Date
Fiscal Year
Initial Capital Contribution
Interest
IRS
LLC
Loss
Manager
Member
Membership Interest
Net Income
Net Loss
Operating Agreement
Percentage Interest
Person
Profit
Registered Office
S Corporation
S Election
State
Subscription Agreement
Tax Matters Partner
Tax Year
Transfer
Treasury Regulations
Voting Interest
Voting Member
Clauses
Formation and Name
Purpose and Powers
Principal Place of Business
Term and Dissolution
Capital Contributions
Membership Interests
Management Structure
Voting Rights
Meetings
Officers
Distributions
Allocation of Profits and Losses
Tax Matters
Books and Records
Transfer Restrictions
Right of First Refusal
Withdrawal Rights
Buy-Sell Provisions
Confidentiality
Non-Competition
Intellectual Property
Indemnification
Insurance
Amendment Procedures
Dispute Resolution
Governing Law
S Corporation Compliance
Banking and Financial Matters
Admission of New Members
Fiduciary Duties
Representations and Warranties
Notice Requirements
Assignment Rights
Severability
Force Majeure
Entire Agreement
Relevant Industries
Relevant Teams
Relevant Roles
Industries

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

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

Company Directors Disqualification Act 1986: Legislation dealing with the disqualification of directors of insolvent companies in the UK

Insolvency Act 1986: Legislative framework for handling corporate insolvency in England and Wales

Internal Revenue Code (Subchapter S): US federal tax legislation governing S Corporation tax treatment

State LLC Laws: Various state-specific laws governing the formation and operation of Limited Liability Companies in the US

Federal Tax Regulations: US federal tax regulations affecting LLC and S Corporation operations

State Tax Regulations: State-specific tax regulations affecting LLC and S Corporation operations in the US

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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