Operating Agreement For Member Managed Limited Liability Company Template for Hong Kong

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Key Requirements PROMPT example:

Operating Agreement For Member Managed Limited Liability Company

"I need an Operating Agreement For Member Managed Limited Liability Company for a tech startup in Hong Kong with three founding members, where we want to include special provisions for intellectual property rights and a 70% majority requirement for key decisions."

Document background
The Operating Agreement For Member Managed Limited Liability Company is a foundational document used when establishing or restructuring a member-managed LLC in Hong Kong. While Hong Kong's legal system traditionally focuses on private companies limited by shares, this agreement adapts LLC principles to comply with Hong Kong's Companies Ordinance and related regulations. It's essential for businesses seeking a flexible management structure where all members participate in company operations. The document details membership interests, capital contributions, management rights, profit sharing, decision-making procedures, and dispute resolution mechanisms. It's particularly crucial for small to medium-sized businesses, partnerships transitioning to corporate structures, and professional service firms where all owners want to maintain active management roles.
Suggested Sections

1. Parties: Identification of all founding members and the LLC entity

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

3. Definitions: Key terms used throughout the agreement

4. Formation and Name: Details of company formation, registered name, and business purpose

5. Principal Place of Business: Registered address and any additional business locations

6. Term: Duration of the LLC and conditions for dissolution

7. Capital Contributions: Initial and additional capital contributions by members

8. Membership Interests: Allocation of ownership interests and voting rights

9. Management Structure: Management rights, voting requirements, and decision-making processes

10. Meetings and Voting: Procedures for member meetings and voting protocols

11. Distributions: Profit distribution policy and procedures

12. Books and Records: Requirements for maintaining company records and financial statements

13. Transfer Restrictions: Limitations on transfer of membership interests

14. Withdrawal and Exit: Procedures for member withdrawal and exit mechanisms

15. Dissolution: Circumstances and procedures for company dissolution

16. Confidentiality: Protection of company and member confidential information

17. Dispute Resolution: Procedures for resolving disputes between members

18. Governing Law: Specification of Hong Kong law as governing law

19. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability

Optional Sections

1. Tax Matters: Specific tax elections and procedures - include when tax planning is a priority

2. Intellectual Property: IP ownership and protection - include for technology or creative businesses

3. Non-Compete Provisions: Restrictions on competitive activities - include when protecting business interests is crucial

4. Employee Management: Procedures for hiring and managing employees - include for larger operations

5. International Operations: Provisions for international business - include for companies operating globally

6. Insurance Requirements: Mandatory insurance coverage - include for high-risk businesses

7. Special Purpose Provisions: Industry-specific requirements - include based on business type

8. Family Succession Planning: Family business transition provisions - include for family-owned LLCs

Suggested Schedules

1. Schedule A - Member Information: Detailed information about members, including contact details and initial capital contributions

2. Schedule B - Capital Accounts: Initial capital account balances and contribution details

3. Schedule C - Percentage Interests: Current ownership percentages of all members

4. Schedule D - Approved Officers: List of appointed officers and their roles

5. Schedule E - Reserved Matters: Decisions requiring special approval or unanimous consent

6. Appendix 1 - Meeting Procedures: Detailed procedures for conducting member meetings

7. Appendix 2 - Valuation Methods: Agreed methods for valuing membership interests

8. Appendix 3 - Form of Transfer Notice: Template for notifying transfer of 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
Relevant Industries

Professional Services

Technology

Retail

Manufacturing

Real Estate

Food and Beverage

Consulting

E-commerce

Healthcare

Education

Financial Services

Creative Industries

Import/Export

Logistics

Construction

Relevant Teams

Legal

Corporate Governance

Finance

Compliance

Operations

Risk Management

Executive Leadership

Corporate Secretarial

Business Development

Administration

Relevant Roles

Business Owner

Managing Director

Company Director

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Counsel

Corporate Secretary

Business Development Manager

Operations Manager

Compliance Officer

Risk Manager

Managing Partner

Founder

Entrepreneur

Industries
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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