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Single Owner LLC Operating Agreement
"I need a Single Owner LLC Operating Agreement for my tech startup in Lagos, launching in March 2025, with specific provisions for intellectual property protection and potential future investment from foreign venture capital firms."
1. Parties: Identifies the single member/owner and the LLC as parties to the agreement
2. Background: Establishes the context of forming the LLC and the purpose of the operating agreement
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. Registered Office and Agent: Specifies the LLC's registered office address and registered agent details
6. Purpose and Powers: States the LLC's business purpose and general powers
7. Capital Contribution: Details the owner's initial and any additional capital contributions
8. Management Structure: Establishes the management framework and decision-making authority
9. Accounting and Records: Requirements for maintaining financial records and accounts
10. Tax Matters: Addresses tax treatment and compliance requirements
11. Distributions: Procedures for distributing profits and losses
12. Dissolution and Winding Up: Procedures for dissolving the LLC and distributing assets
13. Governing Law: Confirms Nigerian law as governing law and jurisdiction
14. Amendment: Procedures for amending the operating agreement
1. Succession Planning: Provisions for transfer of ownership upon death or incapacity - recommended for single-owner LLCs
2. Employment Matters: Include if the LLC will have employees or if the owner will be employed by the LLC
3. Intellectual Property: Include if the LLC will own or develop significant IP assets
4. Confidentiality: Include if the LLC will handle sensitive information or trade secrets
5. Foreign Investment Provisions: Include if the single owner is a foreign national or entity
6. Banking and Borrowing: Include if the LLC anticipates significant banking relationships or borrowing activities
7. Insurance: Include if specific insurance requirements need to be documented
1. Schedule A - Capital Contribution: Detailed breakdown of initial capital contribution including any assets contributed in kind
2. Schedule B - Company Details: LLC registration details, RC number, and registered address
3. Schedule C - Business Plan: Initial business plan and operational objectives
4. Schedule D - Management Procedures: Detailed management and operational procedures
5. Schedule E - Asset Register: List of LLC's initial assets and their values
6. Appendix 1 - Forms and Notices: Template forms for various corporate actions and notices
7. Appendix 2 - Required Corporate Policies: Key corporate policies required under Nigerian law
Authors
Agreement
Applicable Law
Articles of Association
Assets
Authorized Representative
Business
Business Day
Business Plan
CAC
CAMA
Capital Account
Capital Contribution
Company
Company Secretary
Confidential Information
Distributable Profits
Effective Date
Financial Year
FIRS
Fiscal Year
Governing Law
Initial Capital Contribution
Intellectual Property Rights
LLC
Losses
Management
Managing Director
Member
Memorandum of Association
Nigeria
Operating Expenses
Owner
Profits
RC Number
Registered Office
Regulatory Authority
Related Party
Resolution
Schedule
Share Capital
Single Member
Sole Member
Tax Year
Territory
Transfer
VAT
Purpose
Registered Office
Capital Contribution
Additional Capital
Management Structure
Authority
Decision Making
Banking
Books and Records
Accounting
Tax Compliance
Distributions
Fiscal Matters
Business Operations
Intellectual Property
Confidentiality
Employment
Insurance
Indemnification
Transfer of Interest
Succession
Death or Incapacity
Dissolution
Winding Up
Asset Distribution
Amendments
Notices
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Compliance with Laws
Anti-Money Laundering
Foreign Investment
Professional Services
Retail
Manufacturing
Technology
Agriculture
Real Estate
Oil and Gas
Financial Services
Healthcare
Education
Construction
Transportation
Hospitality
Mining
Entertainment
Legal
Corporate Secretariat
Finance
Compliance
Risk Management
Operations
Corporate Services
Tax
Business Development
Investment
Business Owner
Entrepreneur
CEO
Managing Director
Company Secretary
Legal Counsel
Corporate Lawyer
Business Development Manager
Finance Director
Tax Advisor
Compliance Officer
Risk Manager
Operations Manager
Investment Manager
Corporate Services Manager
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