Investment LLC Operating Agreement Template for United States

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Key Requirements PROMPT example:

Investment LLC Operating Agreement

"I need an Investment LLC Operating Agreement for a real estate investment vehicle with three passive investors and one managing member, where the LLC will focus exclusively on commercial property acquisitions in Florida with a minimum investment threshold of $500,000 per property."

Document background
The Investment LLC Operating Agreement is essential when forming an investment-focused LLC in the United States. This document serves as the foundational contract between members, establishing the entity's governance structure, investment parameters, and operational procedures. It's particularly crucial for private equity, venture capital, and other investment vehicles where multiple parties pool capital for investment purposes. The agreement must comply with state-specific LLC laws while addressing key aspects such as capital calls, investment decisions, profit distributions, and exit strategies.
Suggested Sections

1. Parties: Identification of all members and the LLC entity

2. Background: Purpose of forming the LLC and basic intentions of the parties

3. Definitions: Key terms used throughout the agreement

4. Formation: Details of LLC formation, registered office, and registered agent

5. Capital Contributions: Initial and additional capital contributions, member commitments

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

7. Management: Management structure, voting procedures, and decision-making processes

8. Distributions: Profit and loss allocation, distribution procedures

9. Transfer Restrictions: Limitations on transfer of membership interests

10. Dissolution: Procedures for winding up and dissolving the LLC

Optional Sections

1. Investment Committee: Structure and procedures for investment decisions (used for investment-focused LLCs with formal investment decision processes)

2. Tag-Along Rights: Rights of members to join in sale of interests (used when protecting minority investors)

3. Drag-Along Rights: Rights to force other members to join in sale (used when majority investors need exit flexibility)

4. Special Purpose Vehicle Provisions: Specific provisions for SPV structures (used when LLC is formed as an SPV for specific investments)

Suggested Schedules

1. Schedule of Members: List of all members and their capital contributions

2. Investment Guidelines: Detailed investment criteria and limitations

3. Valuation Procedures: Methods for valuing investments and membership interests

4. Management Fee Structure: Details of management compensation and fee calculations

5. Form of Transfer Agreement: Template for transferring membership interests

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

Relevant legal definitions
Clauses
Industries

Internal Revenue Code: Federal tax regulations governing partnership taxation and pass-through entity treatment for LLCs, including tax classification rules and reporting requirements

Securities Acts: Federal Securities Act of 1933 and Securities Exchange Act of 1934 - relevant if LLC membership interests could be classified as securities

State LLC Act: State-specific legislation governing LLC formation, operation, and dissolution requirements (varies by state of formation)

State Business Corporation Laws: Supplementary state-level corporate regulations that may affect LLC operations and governance

State Securities Laws: State-specific securities regulations ('Blue Sky Laws') affecting investment and membership interest transfers

SEC Regulations: Federal securities regulatory requirements if membership interests are deemed securities or if investment activities fall under SEC jurisdiction

State Filing Requirements: State-specific documentation and filing obligations for LLC formation and maintenance

Contract Law Principles: General contract law principles governing agreement formation, enforcement, and interpretation

Fiduciary Duty Laws: Legal obligations of loyalty, care, and good faith applicable to LLC managers and members

Corporate Governance Requirements: Rules governing LLC management structure, decision-making processes, and member rights

Capital Contribution Rules: Regulations governing initial and additional capital contributions, valuation, and related member rights

Dissolution Procedures: Legal requirements and procedures for LLC dissolution, winding up, and asset distribution

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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