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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."
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
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
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
Articles of Association
Business Day
Business
Capital Account
Capital Contribution
Companies Ordinance
Company
Company Property
Confidential Information
Default Event
Defaulting Member
Distributable Profits
Distribution
Effective Date
Encumbrance
Fair Market Value
Financial Year
Founding Members
General Meeting
Hong Kong
Initial Capital Contribution
Insolvency Event
Intellectual Property Rights
Law
Major Decision
Management Rights
Member
Membership Interest
Non-Defaulting Member
Operating Expenses
Percentage Interest
Person
Profits and Losses
Related Party
Relevant Laws
Reserved Matters
Resolution
Special Resolution
Transfer
Transferee
Transferor
Voting Rights
Winding Up
Company Name and Purpose
Registered Office
Term and Duration
Membership
Capital Contributions
Additional Capital
Membership Interests
Capital Accounts
Management Rights
Voting Rights
Decision Making
Member Meetings
Profit Distribution
Loss Allocation
Books and Records
Financial Statements
Bank Accounts
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Withdrawal Rights
Expulsion
Buy-Sell Provisions
Valuation
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Indemnification
Insurance
Dissolution
Winding Up
Asset Distribution
Dispute Resolution
Mediation
Arbitration
Governing Law
Amendments
Notices
Force Majeure
Severability
Entire Agreement
Assignment
Third Party Rights
Professional Services
Technology
Retail
Manufacturing
Real Estate
Food and Beverage
Consulting
E-commerce
Healthcare
Education
Financial Services
Creative Industries
Import/Export
Logistics
Construction
Legal
Corporate Governance
Finance
Compliance
Operations
Risk Management
Executive Leadership
Corporate Secretarial
Business Development
Administration
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
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