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Ownership Agreement LLC
"I need an LLC Ownership Agreement for a Singapore-based tech startup with three founding members, where two members will contribute capital and one will contribute intellectual property, with provisions for future investor admission planned for March 2025."
1. Parties: Identification and details of all members/owners of the LLC
2. Background: Context of the agreement and formation of the LLC
3. Definitions: Key terms used throughout the agreement
4. Company Formation: Details of LLC establishment and structure
5. Capital Contributions: Initial and subsequent capital requirements
6. Ownership Interests: Allocation of ownership percentages and voting rights
7. Management Structure: Governance and decision-making processes
8. Profit Distribution: Rules for distributing profits and losses
9. Transfer Restrictions: Rules governing transfer of ownership interests
10. Termination: Conditions and procedures for termination
1. Non-Compete Provisions: Restrictions on competitive activities - use when protecting business interests from member competition
2. Tag-Along Rights: Rights of minority members to join in sale of majority interests - use when protecting minority owners
3. Drag-Along Rights: Rights of majority to force minority participation in sale - use when facilitating potential future sale
4. International Operations: Provisions for international business activities - use when company operates across borders
1. Schedule 1: Member Details: Detailed information about each member including contact details and ownership percentage
2. Schedule 2: Initial Capital Contributions: Itemized list of initial capital contributions by each member
3. Schedule 3: Company Constitution: Copy of the company constitution or reference to it
4. Appendix A: Valuation Methods: Agreed methods for valuing ownership interests
5. Appendix B: Management Procedures: Detailed procedures for management meetings and decision-making
Authors
Articles of Organization
Board
Business Day
Capital Account
Capital Contribution
Company
Companies Act
Confidential Information
Defaulting Member
Directors
Distributable Profits
Effective Date
Encumbrance
Fair Market Value
Financial Year
Initial Capital Contribution
Intellectual Property Rights
LLC
Management Committee
Material Breach
Member
Membership Interest
Non-Defaulting Member
Officers
Operating Agreement
Ownership Interest
Percentage Interest
Permitted Transfer
Person
Profit and Loss
Related Corporation
Reserved Matters
SGD
Share
Singapore
Subscription Price
Territory
Transfer
Transferee
Transferor
Voting Rights
Capital Contributions
Membership Interests
Management Structure
Voting Rights
Profit Distribution
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Call Options
Put Options
Board Composition
Reserved Matters
Financial Matters
Accounts and Records
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Decision Making
Meetings
Deadlock Resolution
Default Events
Exit Provisions
Termination
Dissolution
Representations and Warranties
Indemnification
Dispute Resolution
Governing Law
Assignment
Amendments
Notices
Force Majeure
Severability
Entire Agreement
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