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Single Member LLC Operating Agreement
"I need a Single Member LLC Operating Agreement for my Nigerian tech startup that will receive foreign investment in March 2025, with specific provisions for intellectual property protection and future equity distribution to potential investors."
1. Parties: Identifies the sole member and the LLC as parties to the agreement
2. Background: Provides context for the agreement and formation of the LLC
3. Definitions: Defines key terms used throughout the agreement
4. Formation and Name: Details of company formation, registered name, and registration information
5. Registered Office and Service: Specifies the company's registered office address and service requirements
6. Purpose and Powers: States the business purpose and powers of the LLC
7. Sole Member Rights and Powers: Outlines the rights, powers, and authority of the sole member
8. Capital Contributions: Details the initial and any additional capital contributions
9. Allocations and Distributions: Explains how profits, losses, and distributions are handled
10. Management Structure: Describes the management structure and decision-making processes
11. Books and Records: Specifies requirements for maintaining company records and accounts
12. Tax Matters: Addresses tax treatment and compliance obligations
13. Transfer Restrictions: Sets forth restrictions on transferring membership interests
14. Dissolution and Winding Up: Procedures for company dissolution and asset distribution
15. General Provisions: Standard legal provisions including governing law, amendments, and notices
1. Additional Managers: Required if the sole member appoints professional managers to run the business
2. Succession Planning: Needed if specific provisions for business succession are desired
3. Intellectual Property Rights: Important for businesses with significant IP assets
4. Employment Matters: Necessary if the LLC will have employees
5. Foreign Investment Provisions: Required if the sole member is a foreign investor
6. Banking and Financial Arrangements: Detailed provisions for banking operations and financial management
7. Dispute Resolution: Specific procedures for resolving disputes with third parties
8. Insurance Requirements: Detailed insurance obligations if specific coverage is required
1. Schedule 1: Details of the LLC: Company registration details, registered office, and business information
2. Schedule 2: Initial Capital Contribution: Detailed list of initial capital contributions including cash, property, or services
3. Schedule 3: Asset Register: Comprehensive list of company assets at formation
4. Schedule 4: Management Procedures: Detailed procedures for day-to-day management and operations
5. Appendix A: Form of Resolutions: Template for member resolutions and decision documentation
6. Appendix B: Financial Procedures: Detailed procedures for financial management and reporting
Authors
Agreement
Articles of Association
Business
Business Day
CAC
Capital Account
Capital Contribution
CAMA
Company
Company Secretary
Confidential Information
Corporate Affairs Commission
Distributable Profits
Distribution
Effective Date
Financial Year
Fiscal Year
Governing Law
Initial Capital Contribution
Intellectual Property
LLC
Losses
Manager
Member
Membership Interest
Memorandum of Association
MEMART
Naira
Officers
Operating Agreement
Person
Profits
Records
Registered Office
Resolution
Share Capital
Sole Member
Tax Year
Territory
Transfer
Voting Rights
Company Name and Purpose
Registered Office
Capital Contribution
Additional Capital
Profit Distribution
Management Rights
Voting Rights
Transfer Restrictions
Business Operations
Banking Operations
Financial Records
Tax Matters
Confidentiality
Intellectual Property
Non-Competition
Indemnification
Insurance
Amendment
Termination
Dissolution
Winding Up
Assignment
Notices
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Succession Planning
Record Keeping
Compliance
Representations and Warranties
Business Activities
Member Meetings
Decision Making
Asset Management
Corporate Governance
Regulatory Compliance
Third Party Rights
Technology
Manufacturing
Professional Services
Retail
Real Estate
Agriculture
Healthcare
Construction
Energy
Financial Services
Transportation
Education
Hospitality
Consulting
Media and Entertainment
Legal
Corporate Governance
Compliance
Finance
Operations
Risk Management
Administrative
Executive Leadership
Corporate Secretariat
Business Development
Business Owner
CEO
Managing Director
Company Secretary
Legal Counsel
Corporate Lawyer
Business Development Manager
Operations Director
Chief Financial Officer
Compliance Officer
Risk Manager
Investment Manager
Board Member
Company Director
Legal Administrator
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