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Operating Agreement For LLP

Operating Agreement For LLP Template for Singapore

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Key Requirements PROMPT example:

Operating Agreement For LLP

"I need an Operating Agreement for LLP in Singapore for a new technology consulting partnership between tHRee founding partners, with specific provisions for intellectual property rights and a complex profit-sharing structure based on both capital contribution and billable hours."

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Document background
The Operating Agreement For LLP serves as the fouNDAtional document for Limited Liability Partnerships in Singapore, essential when establishing a new LLP or modifying an existing partnership structure. This document is crucial for businesses seeking to combine the flexibility of a partnership with limited liability protection under Singapore's legal framework. It addresses key aspects including capital contributions, profit distribution, management rights, decision-making processes, and partner obligations, while ensuring compliance with the Limited Liability Partnerships Act 2005 and related Singapore regulations.
Suggested Sections

1. Parties: Identification and details of all partners forming the LLP

2. Background: Context and purpose of forming the LLP

3. Definitions: Key terms used tHRoughout the agreement

4. Formation and Name: Details of LLP formation and business name

5. Capital Contributions: Initial and subsequent capital contributions by partners

6. Profit and Loss Distribution: Method of allocating profits and losses

7. Management Structure: Governance and decision-making framework

8. Partners' Rights and Obligations: Core responsibilities and entitlements of partners

9. Meetings and Voting: Procedures for partner meetings and voting mechanisms

10. Term and Termination: Duration of the agreement and conditions for termination

11. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction

Optional Sections

1. Non-Competition: Restrictions on partners' competing activities during and after partnership

2. Intellectual Property Rights: Ownership and use of intellectual property within the LLP

3. International Operations: Rules and procedures for international business activities

4. Confidentiality: Obligations regarding confidential information and trade secrets

5. Data Protection: Compliance with Personal Data Protection Act and data handling procedures

Suggested Schedules

1. Schedule 1: Initial Capital Contributions: Detailed breakdown of partners' initial investments and contributions

2. Schedule 2: Partner Contact Information: Contact details and addresses of all partners

3. Schedule 3: Business Plan: Initial business plan and objectives of the LLP

4. Appendix A: Voting Procedures: Detailed voting mechanisms and requirements for different types of decisions

5. Appendix B: Profit Distribution Formula: Detailed calculation method for profit sharing among partners

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
Agreement
Assets
Business
Business Day
Business Name
Business Plan
Capital Account
Capital Contribution
Confidential Information
Default Event
Defaulting Partner
Effective Date
Encumbrance
Financial Year
Initial Capital Contribution
Insolvency Event
Intellectual Property Rights
LLP
Managing Partner
Material Breach
New Partner
Operating Expenses
Partner
Partnership Interest
Partnership Property
Profit and Loss
Registrar
Regulatory Requirements
Reserved Matters
Resolution
SGD
Singapore
Special Resolution
Transfer
Transferee
Withdrawal Notice
Working Capital
Clauses
Formation and Registration
Business Name and Place of Business
Term and Duration
Capital Contributions
Additional Capital
Capital Accounts
Profit and Loss Distribution
Management Rights
Voting Rights
Partner Meetings
Decision Making
Reserved Matters
Partner Duties
Confidentiality
Non-Competition
Intellectual Property
Banking and Finance
Books and Records
Audit Rights
Admission of New Partners
Transfer of Partnership Interest
Withdrawal of Partners
Expulsion of Partners
Death or Incapacity
Partner Retirement
Default Events
Dispute Resolution
Termination
Dissolution
Winding Up
Indemnification
Insurance
Notices
Amendment Procedures
Governing Law
Force Majeure
Industries

Limited Liability Partnerships Act 2005: Primary legislation governing LLPs in Singapore (Chapter 163A). Covers formation, registration, and operation of LLPs, including partners' rights and obligations

Business Names Registration Act 2014: Regulates business name requirements and registration obligations for all business entities including LLPs in Singapore

Income Tax Act: Governs the tax treatment of LLPs and partners' tax obligations in Singapore

Partnership Act: Chapter 391 of Singapore laws - While primarily for traditional partnerships, certain principles may be applicable to LLPs

Companies Act: Chapter 50 of Singapore laws - Some provisions may be relevant by analogy for LLP operations and governance

ACRA Guidelines: Regulatory guidelines from the Accounting and Corporate Regulatory Authority covering compliance requirements, filing obligations, and registration procedures

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data, relevant when handling partner and client information in the LLP

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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