Professional LLC Operating Agreement Generator for England and Wales

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Key Requirements PROMPT example:

Professional LLC Operating Agreement

"I need a Professional LLC Operating Agreement for my new medical practice in London, which will have 5 founding members who are all consultant surgeons, with specific provisions for profit sharing based on patient referrals and individual performance metrics, to be implemented from March 2025."

Document background
The Professional LLC Operating Agreement, while termed using US nomenclature, is adapted for use under English and Welsh law as a Limited Liability Partnership (LLP) agreement. This document is essential when establishing a professional services firm where members wish to combine the benefits of limited liability with partnership flexibility. It's particularly relevant for regulated professional services, incorporating specific provisions required by UK regulatory bodies. The agreement covers crucial aspects such as governance, capital contributions, profit sharing, member obligations, and exit provisions, while ensuring compliance with the Limited Liability Partnerships Act 2000 and related regulations.
Suggested Sections

1. Parties: Identification of all members/parties to the LLP agreement

2. Background: Context and purpose of the LLP formation

3. Definitions: Key terms used throughout the agreement

4. Business of the LLP: Nature and scope of professional services

5. Capital Contributions: Initial and ongoing capital requirements

6. Management Structure: Governance and decision-making processes

7. Members' Rights and Obligations: Core duties, rights, and responsibilities

8. Profit Sharing: Distribution of profits and losses

9. Exit Provisions: Retirement, resignation, and expulsion procedures

Optional Sections

1. Intellectual Property Rights: IP ownership and protection provisions - include when IP is significant to the business

2. Non-Competition Provisions: Restrictions on competitive activities - include when protecting business interests from member competition

3. International Operations: Cross-border business provisions - include when operating internationally

Suggested Schedules

1. Schedule 1 - Initial Capital Contributions: Detailed breakdown of members' capital inputs

2. Schedule 2 - Members' Details: Complete member information and contact details

3. Schedule 3 - Professional Indemnity Insurance: Insurance requirements and coverage details

4. Schedule 4 - Profit Sharing Formula: Detailed calculation methods for profit distribution

5. Schedule 5 - Voting Rights: Specific voting mechanisms and thresholds

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

Limited Liability Partnerships Act 2000: Primary legislation establishing the framework for LLP formation and operation, including members' rights and duties and limited liability provisions

Limited Liability Partnerships Regulations 2001: Secondary legislation detailing specific rules on LLP registration, administrative requirements, and filing obligations

Companies Act 2006: Key corporate legislation with certain provisions applying to LLPs, covering corporate governance, director/member duties, and documentation requirements

Partnership Act 1890: Foundational partnership law establishing basic partnership principles, member relationships, and default provisions where relevant to LLPs

Professional Industry-Specific Regulations: Regulatory requirements specific to the professional sector (e.g., SRA rules for law firms, FCA regulations for financial services)

Data Protection Act 2018 and UK GDPR: Data protection legislation governing data handling requirements and privacy provisions for business operations

Money Laundering Regulations 2017: Anti-money laundering legislation establishing compliance requirements and due diligence obligations for regulated sectors

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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