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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."
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
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
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
Additional Capital Contribution
Annual Budget
Approved Bank
Board
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Current Account
Designated Members
Drawing Account
Financial Year
Fixed Share Member
Founding Members
Good Leaver
Initial Capital Contribution
Intellectual Property Rights
LLP
Management Board
Managing Member
Member
Membership Interest
Operating Expenses
Ordinary Resolution
Partnership Property
Professional Rules
Profit Share
Profits
Qualifying Majority
Regulated Activities
Regulatory Body
Reserved Matters
Retiring Member
Senior Member
Special Resolution
Successor Practice
Tax Year
Territory
Unallocated Profit
Voting Rights
Business of the LLP
Commencement and Duration
Members and Membership
Capital Contributions
Additional Capital
Management Structure
Decision Making
Reserved Matters
Members' Duties
Professional Standards
Financial Matters
Profit Sharing
Drawings
Banking Arrangements
Accounting and Records
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Insurance
Admission of New Members
Retirement
Expulsion
Good Leaver/Bad Leaver
Death or Incapacity
Termination
Winding Up
Force Majeure
Dispute Resolution
Data Protection
Regulatory Compliance
Notices
Assignment
Severability
Entire Agreement
Variation
Governing Law
Jurisdiction
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