Real Estate LLC Operating Agreement Template for India

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Key Requirements PROMPT example:

Real Estate LLC Operating Agreement

"I need a Real Estate LLC Operating Agreement for a three-member company planning to develop residential properties in Mumbai, with one foreign investor contributing 25% capital, to be effective from March 2025."

Document background
The Real Estate LLC Operating Agreement is a crucial document for businesses engaging in real estate activities in India. It is specifically designed for companies structuring themselves as Limited Liability Companies (typically through the LLP framework in India) focusing on real estate operations, development, or investment. The agreement becomes necessary when two or more parties decide to form a real estate business entity while limiting their personal liability and establishing clear operational guidelines. It incorporates provisions from various Indian laws including the Limited Liability Partnership Act, 2008, RERA 2016, and relevant state-specific real estate regulations. The document covers essential aspects such as capital contributions, profit sharing, property management protocols, compliance requirements, and exit strategies, while ensuring alignment with Indian regulatory requirements for both corporate governance and real estate operations.
Suggested Sections

1. Parties: Identifies all founding members/partners of the LLC with their complete details including names, addresses, and ownership percentages

2. Background: Explains the purpose of forming the real estate LLC and the general intent of the parties

3. Definitions: Defines key terms used throughout the agreement including property-related terms, financial terms, and governance-related definitions

4. Formation and Name: Details of LLC registration, registered office address, and business name

5. Purpose and Powers: Specific real estate activities the LLC will engage in and its operational powers

6. Capital Contributions: Initial and subsequent capital contributions by members, including property contributions and valuations

7. Membership Interests: Distribution of ownership interests, voting rights, and economic rights

8. Management Structure: Management framework, appointment of managers, and decision-making processes

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

10. Property Management: Procedures for acquiring, managing, and disposing of real estate assets

11. Distribution of Profits and Losses: Formula and procedures for distributing profits and allocating losses

12. Books and Records: Requirements for maintaining financial records and property documentation

13. Transfer Restrictions: Limitations on transferring membership interests and property assets

14. Exit Provisions: Procedures for member withdrawal, buyouts, and LLC dissolution

15. Compliance: Obligations to comply with real estate and corporate laws

16. Governing Law: Specification of Indian law as governing law and jurisdiction details

Optional Sections

1. Foreign Investment Provisions: Required when the LLC has or anticipates foreign investors, detailing FEMA compliance and restrictions

2. Development Projects: Include when the LLC will engage in real estate development, covering RERA compliance and project management

3. Property Leasing: Necessary when the LLC's business model includes leasing properties, detailing leasing policies and procedures

4. Financing Arrangements: Include when the LLC plans to use debt financing, detailing procedures for obtaining and managing loans

5. Joint Ventures: Required when the LLC plans to participate in joint ventures with other entities

6. Succession Planning: Important for family-owned real estate LLCs, detailing inheritance and succession procedures

7. Environmental Compliance: Necessary when dealing with properties requiring environmental clearances or compliance

8. Intellectual Property: Include when the LLC owns or uses specific branding or property management software

9. Employee Management: Required when the LLC will have direct employees for property management

Suggested Schedules

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

2. Schedule B - Property Schedule: List and details of all properties owned or managed by the LLC

3. Schedule C - Initial Capital Contributions: Detailed breakdown of initial capital contributions including property valuations

4. Schedule D - Management Structure: Detailed organizational chart and management responsibilities

5. Schedule E - Fee Structure: Details of management fees, property maintenance fees, and other regular charges

6. Appendix 1 - Property Management Procedures: Detailed procedures for day-to-day property management

7. Appendix 2 - Compliance Checklist: Checklist of regulatory requirements and compliance procedures

8. Appendix 3 - Forms and Notices: Standard forms for member notifications, property transactions, and other regular communications

9. Appendix 4 - Valuation Methodology: Agreed methods for valuing properties and 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

Real Estate

Property Development

Construction

Property Management

Real Estate Investment

Commercial Property

Residential Property

Industrial Property

Property Technology

Real Estate Finance

Urban Planning

Infrastructure Development

Relevant Teams

Legal

Real Estate Operations

Property Management

Finance

Compliance

Corporate Governance

Business Development

Investment

Asset Management

Risk Management

Project Development

Relevant Roles

CEO

Managing Director

Real Estate Developer

Property Manager

Legal Counsel

Company Secretary

Chief Financial Officer

Operations Director

Investment Manager

Asset Manager

Compliance Officer

Real Estate Portfolio Manager

Development Director

Property Acquisition Manager

Business Development Manager

Risk Manager

Industries
Limited Liability Partnership Act, 2008: Fundamental law governing the formation, operation, and management of LLPs in India, which is the closest equivalent to LLCs. Covers partnership structure, rights and duties of partners, and regulatory compliance requirements.
Real Estate (Regulation and Development) Act, 2016 (RERA): Regulates the real estate sector, including the obligations of real estate companies, registration requirements, and compliance standards for real estate projects.
Companies Act, 2013: Although LLCs are typically structured as LLPs in India, certain provisions of the Companies Act may be relevant for corporate governance best practices and compliance requirements.
Income Tax Act, 1961: Governs taxation of real estate businesses, including provisions for property income, capital gains, and specific deductions available to real estate companies.
Foreign Exchange Management Act, 1999 (FEMA): Relevant if the LLC has or plans to have foreign investment, as it regulates foreign investment in real estate and business operations.
Registration Act, 1908: Governs the registration of property documents and transfers, which is crucial for real estate operations.
Transfer of Property Act, 1882: Fundamental law governing property transfers and transactions in India, including leases, sales, and mortgages.
Indian Contract Act, 1872: Provides the basic framework for all contracts in India, including real estate transactions and business agreements.
Goods and Services Tax (GST) Laws: Governs taxation of real estate transactions and services provided by real estate businesses.
State-specific Real Estate Laws: Various state-specific laws and regulations that govern real estate transactions and development in the particular state where the LLC operates.
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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