All Countries
Risk Management
Member Managed LLC Operating Agreement

Member Managed LLC Operating Agreement Template for Nigeria

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Member Managed LLC Operating Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Member Managed LLC Operating Agreement

"Need a Member Managed LLC Operating Agreement for a family-owned restaurant business in Lagos, with four family members as equal partners and specific provisions for profit distribution on a quarterly basis, to be implemented by March 2025."

Celebrated by
Collaborations with
Investors
Document background
The Member Managed LLC Operating Agreement is a crucial document for businesses operating in Nigeria that choose a member-managed structure for their Limited Liability Company. This agreement becomes necessary when two or more individuals or entities decide to form an LLC where they will actively participate in the company's management rather than appointing external managers. The document must comply with the Companies and Allied Matters Act (CAMA) 2020 and should be prepared at the time of company formation or when converting to a member-managed structure. It contains detailed provisions about company operations, member rights and obligations, capital contributions, profit sharing, decision-making processes, and dispute resolution mechanisms. This agreement is particularly important in the Nigerian business context as it provides clarity and legal protection for members while ensuring compliance with local corporate governance requirements.
Suggested Sections

1. Parties: Identifies and provides details of all initial members of the LLC

2. Background: States the purpose of the agreement and basic information about the LLC's formation

3. Definitions: Defines key terms used throughout the agreement

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

5. Purpose and Powers: Describes the LLC's business purpose and general powers

6. Membership and Capital Contributions: Details initial capital contributions and membership interests

7. Management Structure: Specifies member-management procedures, voting rights, and decision-making processes

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

9. Financial Affairs: Covers accounting, banking, profits distribution, and losses

10. Transfer of Interests: Rules regarding transfer of membership interests and restrictions

11. Withdrawal and Dissolution: Procedures for member withdrawal and company dissolution

12. Books and Records: Requirements for maintaining company records and member access

13. Confidentiality: Provisions protecting company confidential information

14. Dispute Resolution: Procedures for resolving disputes between members

15. General Provisions: Includes governing law, amendments, and other standard clauses

Optional Sections

1. Foreign Investment Provisions: Required when any members are non-Nigerian nationals, addressing foreign investment regulations

2. Intellectual Property Rights: Needed when the LLC owns or develops significant IP assets

3. Employment of Members: Used when members will also serve as employees of the LLC

4. Special Purpose Vehicle Provisions: Required when the LLC is formed for a specific project or venture

5. Tax Matters: Detailed tax provisions needed for complex tax structures or international operations

6. Environmental Compliance: Required for businesses operating in environmentally sensitive sectors

7. Industry-Specific Compliance: Needed for regulated industries like financial services or healthcare

Suggested Schedules

1. Schedule 1 - Member Details: Complete information about members, including contact details and ownership percentages

2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of each member's initial capital contributions

3. Schedule 3 - Business Plan: Initial business plan and operational objectives

4. Schedule 4 - Company Assets: List of company assets and their agreed values

5. Schedule 5 - Deed of Adherence: Template for new members joining the LLC

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

7. Appendix B - Calculation of Distributions: Formula and methods for calculating profit distributions

8. Appendix C - Valuation Methods: Agreed methods for valuing 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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Act
Additional Capital Contribution
Affiliate
Agreement
Annual Budget
Applicable Law
Articles of Association
Business Day
Business Plan
CAC
CAMA
Capital Account
Capital Contribution
Certificate of Incorporation
Company
Company Property
Confidential Information
Deed of Adherence
Default Event
Defaulting Member
Directors
Distributable Profits
Effective Date
Encumbrance
Financial Year
Initial Capital Contribution
Initial Members
Insolvency Event
Intellectual Property Rights
Interest
Material Contract
Member
Membership Interest
Member Loan
Member Meeting
Naira
Officers
Operating Expenses
Ordinary Resolution
Percentage Interest
Permitted Transfer
Person
Profits and Losses
Quarter
Registered Office
Related Party
Reserved Matters
Resolution
SCUML
Special Resolution
State
Subsidiary
Super Majority Resolution
Tax
Territory
Transfer
Transferee
Transferor
Voting Rights
Clauses
Formation
Purpose
Term
Capital Contributions
Additional Capital
Membership Interest
Member Rights
Voting Rights
Management
Decision Making
Meetings
Quorum
Financial Management
Banking
Distributions
Tax Matters
Records and Accounting
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Withdrawal Rights
Expulsion
Dissolution
Winding Up
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Dispute Resolution
Arbitration
Governing Law
Force Majeure
Amendments
Notices
Assignment
Severability
Entire Agreement
Representations and Warranties
Indemnification
Insurance
Compliance
Anti-corruption
Environmental Matters
Employment Matters
Relevant Industries

Technology

Real Estate

Professional Services

Retail

Manufacturing

Agriculture

Construction

Healthcare

Education

Hospitality

Consulting

Import/Export

Financial Services

Entertainment

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Operations

Executive Leadership

Risk Management

Business Development

Administrative

Relevant Roles

Business Owner

Entrepreneur

Company Director

Managing Director

Legal Counsel

Corporate Lawyer

Company Secretary

Chief Executive Officer

Chief Financial Officer

Business Development Manager

Operations Manager

Compliance Officer

Risk Manager

Investment Manager

Corporate Governance Officer

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing company formation, structure, and management in Nigeria. It provides the legal framework for incorporating and operating companies, including provisions for private companies limited by shares.
Nigerian Contract Law: Common law principles and statutory provisions governing the formation and enforcement of contracts in Nigeria, which will affect the validity and enforceability of the operating agreement.
Companies Income Tax Act: Governs the taxation of company profits and includes provisions that may affect how the LLC's income is taxed and distributed among members.
Investment and Securities Act: Regulates investment and securities matters, including the transfer of ownership interests in companies and related documentation requirements.
Nigerian Labour Act: Relevant for provisions in the operating agreement relating to member-employees and their rights and obligations within the company.
Partnership Law: While not directly applicable, partnership law principles may be relevant for interpreting member relationships in a member-managed LLC structure.
Foreign Exchange (Monitoring and Miscellaneous Provisions) Act: Important if any members are non-Nigerian or if the LLC will engage in international transactions.
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

Find the exact document you need

Operating Agreement C Corporation

A Nigerian law-governed operating agreement establishing the governance and operational framework for a C Corporation, aligned with CAMA 2020 requirements.

find out more

LLC Capital Contribution Agreement

A Nigerian law-compliant agreement documenting capital contribution to an LLC, specifying the contribution details and resulting membership interests.

find out more

Operating Agreement Between Two Companies

A Nigerian law-governed agreement establishing operational framework and responsibilities between two companies conducting joint business activities.

find out more

LLC Agreement

A Nigerian law-governed agreement establishing and regulating a Limited Liability Company's structure, management, and operations under CAMA 2020.

find out more

LLC Business Partnership Agreement

A Nigerian law-governed agreement establishing partnership terms and operational framework for an LLC, compliant with CAMA 2020.

find out more

Small Business Operating Agreement

A Nigerian law-governed agreement establishing the operational framework and ownership structure for a small business entity.

find out more

Operating Agreement For Corporation

A Nigerian law-governed agreement establishing the management structure and operational framework of a corporation, defining rights and responsibilities of stakeholders.

find out more

Management Agreement Between Two Companies

A Nigerian law-governed agreement establishing management services provision between two companies, defining scope, responsibilities, and commercial terms.

find out more

LLC Bylaws

A governing document establishing the internal management rules and procedures for a Nigerian Limited Liability Company under CAMA 2020.

find out more

Limited Liability Agreement

A legal document establishing a limited liability company under Nigerian law, defining shareholder relationships and liability limitations in accordance with CAMA 2020.

find out more

Joint Operation Contract

A Nigerian law-governed agreement establishing terms and conditions for joint operations between multiple parties, defining their rights, obligations, and operational procedures.

find out more

Joint Operating Agreement

A Nigerian-law governed agreement establishing the framework for joint upstream oil and gas operations between multiple parties, including operational control and cost-sharing mechanisms.

find out more

Holding Company Operating Agreement

A Nigerian law-governed agreement establishing the operational and governance framework for a holding company and its subsidiaries.

find out more

Single Member LLC Operating Agreement

A Nigerian law-governed operating agreement establishing the governance and management framework for a single-member limited liability company.

find out more

Single Owner LLC Operating Agreement

A governing document that establishes the operational and management framework for a single-member LLC under Nigerian law.

find out more

Sole Proprietorship Operating Agreement

A Nigerian law-governed agreement that establishes the operational framework and guidelines for a sole proprietorship business.

find out more

Multi Member LLC Operating Agreement

A comprehensive operating agreement for multi-member LLCs in Nigeria, compliant with CAMA 2020, governing company operations and member relationships.

find out more

Member Managed LLC Operating Agreement

A Nigerian law-governed agreement establishing the operational framework for a member-managed LLC, outlining member rights, responsibilities, and company governance structures.

find out more

Real Estate LLC Operating Agreement

A Nigerian law-governed agreement establishing and regulating a real estate focused LLC, defining member rights, management structure, and operational procedures.

find out more

Manager Managed LLC Operating Agreement

A Nigerian law-governed agreement establishing the framework for a manager-managed LLC, defining member rights and management responsibilities under CAMA 2020.

find out more

Management Operating Agreement

A Nigerian law-governed agreement establishing terms for professional management services of a business or facility by an operator on behalf of an owner.

find out more

Operating Management Agreement

A Nigerian law-governed agreement establishing terms for a management company to operate and manage a business or facility on behalf of the owner, including operational responsibilities and compliance requirements.

find out more

Partnership Operating Agreement

A comprehensive legal agreement governing partnership operations and relationships between partners under Nigerian law.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.