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Real Estate LLC Operating Agreement

Real Estate LLC Operating Agreement Template for Nigeria

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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 based in Lagos, Nigeria, focusing on commercial property development, with one foreign investor contributing 60% of capital and two local developers contributing 20% each, to be effective from March 2025."

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Document background
A Real Estate LLC Operating Agreement is a fundamental document required when establishing a Limited Liability Company for real estate operations in Nigeria. This document is essential for any group of investors or developers looking to structure their real estate business ventures within the Nigerian legal framework. It provides comprehensive coverage of company formation, management, operations, and dissolution, while specifically addressing real estate-related activities such as property acquisition, development, and management. The agreement must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020 and the Land Use Act, while also considering state-specific real estate regulations. It's particularly crucial for ventures involving multiple stakeholders, foreign investment, or significant real estate portfolios, as it establishes clear governance structures and risk management protocols.
Suggested Sections

1. Parties: Identifies all members of the LLC and their contact information

2. Background: Sets out the context and purpose of forming the real estate LLC

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Details of LLC formation, registered name, and compliance with CAMA 2020

5. Purpose and Powers: Specific real estate activities and general powers of the LLC

6. Principal Place of Business: Registered address and any branch offices

7. Term: Duration of the LLC and conditions for continuation or termination

8. Capital Contributions: Initial and additional capital contributions from members

9. Membership Interests: Allocation of ownership interests and voting rights

10. Management Structure: Management responsibilities, voting requirements, and decision-making processes

11. Meetings and Voting: Procedures for member and management meetings

12. Real Estate Operations: Specific provisions governing property acquisition, management, and disposition

13. Distributions: Profit distribution policies and procedures

14. Tax Matters: Tax treatment and reporting responsibilities

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

16. Transfer Restrictions: Limitations on transfer of membership interests

17. Withdrawal and Exit: Procedures for member withdrawal and exit options

18. Dissolution: Circumstances and procedures for LLC dissolution

19. Dispute Resolution: Procedures for resolving conflicts between members

20. Governing Law: Specification of Nigerian law and jurisdiction

Optional Sections

1. Foreign Investment Provisions: Required when any members are non-Nigerian entities or individuals

2. Development Project Procedures: Include when LLC will engage in real estate development activities

3. Property Management Standards: Include when LLC will manage rental properties

4. Financing Arrangements: Include when LLC anticipates taking on significant debt financing

5. Environmental Compliance: Include for properties with environmental concerns or requirements

6. Special Purpose Vehicle Provisions: Include when LLC is formed as an SPV for specific projects

7. Islamic Finance Compliance: Include when operations need to comply with Islamic finance principles

8. Multiple Class Interests: Include when LLC has different classes of membership interests

Suggested Schedules

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

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

3. Schedule C - Initial Officers: Names and positions of initial management team

4. Schedule D - Approved Business Plan: Initial business plan and investment strategy

5. Schedule E - Valuation Methodology: Agreed methods for valuing properties and membership interests

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

7. Appendix 2 - Distribution Waterfall: Detailed calculation methods for profit distributions

8. Appendix 3 - Form of Transfer Notice: Template for membership interest transfer notifications

9. Appendix 4 - Compliance Checklist: Checklist of regulatory requirements and periodic filings

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
Adjusted Capital Account
Affiliate
Agreement
Applicable Law
Approved Budget
Asset Management Fee
Assignee
Board
Business Day
Business Plan
CAMA
Capital Account
Capital Contribution
Certificate of Incorporation
Company
Company Property
Confidential Information
Deed of Assignment
Default Event
Defaulting Member
Development Project
Distributable Cash
Distribution
Effective Date
Encumbrance
Fair Market Value
Fiscal Year
Foreign Investment
Governor's Consent
Initial Capital Contribution
Investment Committee
Land Use Act
Legal Title
LLC
Majority Vote
Management Committee
Managing Member
Member
Membership Interest
Net Income
Net Loss
Operating Expenses
Percentage Interest
Person
Principal Place of Business
Property
Property Management Agreement
Property Manager
Quorum
Real Estate Asset
Registered Office
Related Party
Required Consent
Resolution
Right of First Refusal
Special Resolution
State
Super Majority Vote
Tax
Transfer
Transferee
Valuation Date
Voting Interest
Withdrawal Event
Withdrawal Notice
Clauses
Formation
Purpose
Capital Contributions
Membership Interests
Management Rights
Voting Rights
Transfer Restrictions
Property Management
Real Estate Development
Investment Powers
Distribution Rights
Profit Sharing
Loss Allocation
Meeting Procedures
Decision Making
Confidentiality
Non-Competition
Asset Management
Financial Reporting
Tax Matters
Compliance
Insurance
Indemnification
Amendment Procedures
Termination Rights
Withdrawal Rights
Buy-Sell Provisions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Dispute Resolution
Governing Law
Force Majeure
Notice Requirements
Assignment
Severability
Entire Agreement
Property Acquisition
Property Disposal
Environmental Compliance
Foreign Investment
Land Use Compliance
Records and Accounts
Audit Rights
Anti-Money Laundering
Corporate Governance
Relevant Industries

Real Estate

Property Development

Construction

Property Management

Real Estate Investment

Commercial Property

Residential Property

Industrial Property

Urban Development

Infrastructure

Hospitality

Retail

Relevant Teams

Legal

Real Estate

Operations

Finance

Compliance

Corporate Secretariat

Investment

Development

Asset Management

Property Management

Risk Management

Corporate Governance

Business Development

Project Management

Relevant Roles

Real Estate Developer

Property Manager

Investment Director

Legal Counsel

Company Secretary

Managing Director

Operations Manager

Chief Executive Officer

Chief Financial Officer

Development Manager

Asset Manager

Compliance Officer

Real Estate Investment Manager

Project Manager

Facilities Manager

Corporate Governance Officer

Board Director

Property Portfolio Manager

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing the formation, operation, and dissolution of companies in Nigeria, including LLCs. It provides the legal framework for corporate structure, management, and governance.
Land Use Act 1978: Fundamental legislation governing land ownership and usage in Nigeria. Critical for real estate operations as it establishes the framework for land rights, transfers, and development.
Investment and Securities Act 2007: Regulates investment and securities matters in Nigeria, relevant for real estate investment structures and if the LLC plans to raise capital through investment offerings.
Nigerian Investment Promotion Commission Act: Governs foreign investment in Nigerian businesses, including real estate ventures, and provides framework for foreign participation in Nigerian companies.
Companies Income Tax Act: Governs the taxation of company profits and gains, including those from real estate operations and investments.
Value Added Tax Act: Relevant for real estate transactions and services provided by the LLC.
Federal Capital Territory Act: Specific regulations for real estate development and operations in Abuja, the federal capital territory.
Various State Land Laws: State-specific regulations governing land use, development, and real estate operations in different Nigerian states.
Money Laundering (Prohibition) Act: Relevant for real estate transactions and investment structures to ensure compliance with anti-money laundering regulations.
Nigerian Urban and Regional Planning Act: Provides framework for urban development and planning, crucial for real estate development projects.
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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