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Manager Managed LLC Operating Agreement
"I need a Manager Managed LLC Operating Agreement for my tech startup in Bangalore, where we're bringing in professional managers starting March 2025 while the founding members retain strategic control and veto rights on key decisions."
1. Parties: Identification of all members and designated managers of the LLC
2. Background: Context of the LLC formation and purpose of the agreement
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Formation and Name: Details of LLC formation, registered name, and business purpose
5. Principal Office and Registered Agent: Address of principal office and details of registered agent
6. Management Structure: Detailed framework of manager-managed structure, appointment process, and authority
7. Powers and Duties of Managers: Comprehensive list of managers' powers, responsibilities, and limitations
8. Members Rights and Obligations: Rights, obligations, and limitations of member authority
9. Capital Contributions: Initial and additional capital contribution requirements and procedures
10. Allocations and Distributions: Profit/loss allocation and distribution procedures
11. Meetings and Voting: Procedures for manager and member meetings, voting rights and requirements
12. Books, Records and Accounting: Requirements for maintaining financial records and accounting procedures
13. Transfer Restrictions: Limitations on transfer of membership interests
14. Withdrawal and Removal: Procedures for member withdrawal and manager removal
15. Dissolution and Liquidation: Circumstances and procedures for LLC dissolution
16. Indemnification: Indemnification provisions for managers and members
17. Governing Law and Dispute Resolution: Applicable law and dispute resolution procedures
18. Miscellaneous Provisions: General provisions including amendments, notices, and severability
1. Foreign Ownership Provisions: Required when LLC has foreign members, addressing FEMA compliance and RBI regulations
2. Industry-Specific Compliance: Required for LLCs in regulated industries like healthcare or financial services
3. Intellectual Property Rights: Needed when LLC owns or develops significant IP
4. Non-Compete and Confidentiality: Additional restrictions on managers and members regarding competition and confidentiality
5. Tag-Along and Drag-Along Rights: Special provisions for membership interest transfers in case of sale
6. Special Purpose Vehicle Provisions: Required when LLC is formed as an SPV for specific projects
7. Digital Operations: Provisions for digital meetings, electronic voting, and online record keeping
1. Schedule A - Member Information: Details of members including contact information, capital contributions, and ownership percentages
2. Schedule B - Manager Information: Details of appointed managers, their terms, and compensation
3. Schedule C - Initial Capital Contributions: Detailed breakdown of initial capital contributions including valuations of non-cash contributions
4. Schedule D - Business Plan: Initial business plan and operational objectives
5. Schedule E - Prohibited Activities: List of activities requiring special approval or prohibited activities
6. Appendix 1 - Voting Procedures: Detailed procedures for different types of votes and required majorities
7. Appendix 2 - Financial Reporting Templates: Standard formats for financial reports and member communications
8. Appendix 3 - Compliance Checklist: Checklist of regulatory compliance requirements and deadlines
Authors
Additional Capital Contribution
Adjusted Capital Account
Affiliate
Agreement
Annual Budget
Applicable Law
Articles of Organization
Authorized Representative
Business Day
Business Plan
Capital Account
Capital Contribution
Certificate of Formation
Company
Company Property
Confidential Information
Designated Manager
Distributable Cash
Distribution
Effective Date
Encumbrance
Financial Year
Fiscal Year
GAAP
Governing Body
Initial Capital Contribution
Initial Members
Intellectual Property Rights
Interest
Limited Liability Partnership
Liquidation Event
Major Decisions
Management Committee
Manager
Managing Member
Member
Membership Interest
Net Income
Net Loss
Non-Managing Member
Operating Expenses
Ownership Percentage
Permitted Transfer
Person
Principal Office
Profits and Losses
Registered Office
Related Party
Relative
Reserved Matters
ROFR Notice
Securities
Special Resolution
Subsidiary
Super Majority
Tax
Territory
Third Party
Transfer
Voting Interest
Voting Rights
Management Structure
Authority and Powers
Capital Contributions
Profit Distribution
Voting Rights
Transfer Restrictions
Meetings
Financial Management
Confidentiality
Non-Compete
Indemnification
Dispute Resolution
Termination
Withdrawal Rights
Record Keeping
Tax Matters
Intellectual Property
Amendments
Force Majeure
Governing Law
Representations and Warranties
Compliance
Liability Limitations
Dissolution
Assignment
Notice Requirements
Severability
Entire Agreement
Waiver
Conflict of Interest
Business Operations
Member Obligations
Manager Duties
Succession Planning
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Retail
E-commerce
Construction
Consulting
Financial Services
Education
Hospitality
Agriculture
Logistics
Media and Entertainment
Legal
Corporate Affairs
Compliance
Finance
Operations
Management
Board of Directors
Executive Leadership
Risk Management
Company Secretarial
Business Development
Investment
CEO
Managing Director
Company Secretary
Legal Counsel
Corporate Lawyer
Business Owner
Entrepreneur
Operations Manager
Chief Financial Officer
Compliance Officer
Board Member
Director
Managing Partner
General Counsel
Business Development Manager
Risk Manager
Finance Director
Investment Manager
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