Member Managed LLC Operating Agreement Template for India

The Member Managed LLC Operating Agreement is a foundational document used when establishing a member-managed limited liability company structure in India. While India primarily recognizes Limited Liability Partnerships (LLPs) rather than LLCs, this agreement adapts LLC principles to function within Indian legal framework. It's particularly useful for small to medium-sized businesses where owners want to maintain direct control over daily operations while enjoying liability protection. The document covers essential aspects such as capital structure, profit distribution, management rights, transfer restrictions, and dispute resolution mechanisms, all while ensuring compliance with Indian regulations including the Companies Act, 2013 and Limited Liability Partnership Act, 2008. This agreement is crucial for businesses seeking to establish clear operational guidelines while maintaining flexibility in management structure.

1. Parties: Identification of all founding members of the LLC and their contact details

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Formation and Name: Details of LLC formation, registered name, and compliance with Indian registration requirements

5. Purpose and Powers: Business purpose, permitted activities, and powers of the LLC

6. Principal Place of Business: Registered office address and provisions for changing location

7. Term and Dissolution: Duration of the LLC and circumstances for dissolution

8. Capital Contributions: Initial and additional capital contribution requirements and procedures

9. Membership Interests: Allocation of ownership interests and rights among members

10. Management Structure: Member-management provisions, voting rights, and decision-making procedures

11. Meetings and Voting: Procedures for member meetings, voting requirements, and quorum

12. Distributions: Profit and loss allocation, distribution policies

13. Transfer Restrictions: Limitations on transfer of membership interests and right of first refusal

14. Exit Provisions: Procedures for member withdrawal, expulsion, or death

15. Books and Records: Record-keeping requirements and member access rights

16. Tax Matters: Tax treatment, compliance, and reporting obligations

17. Confidentiality: Protection of LLC's confidential information

18. Dispute Resolution: Procedures for resolving disputes between members

19. Governing Law: Application of Indian law and jurisdiction

20. Amendment Procedures: Process for modifying the operating agreement