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Limited Liability Company Llc Operating Agreement
"I need a Limited Liability Company LLC Operating Agreement for my tech startup based in California, with four co-founders having equal ownership, where two will be managing members and two will be passive investors, including specific provisions for future equity compensation for employees."
1. Parties: Identifies all initial members of the LLC and the LLC entity itself
2. Background: Describes the purpose of forming the LLC and the intent of the parties to be bound by the agreement
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Formation and Name: Details of LLC formation, registered name, and filing status
5. Purpose and Powers: Stated business purpose and general powers of the LLC
6. Principal Office and Registered Agent: Official address and registered agent information
7. Term and Dissolution: Duration of the LLC and conditions for dissolution
8. Capital Contributions: Initial and additional capital contribution requirements and procedures
9. Membership Interests: Allocation of ownership interests and voting rights
10. Management Structure: Whether member-managed or manager-managed, and governance procedures
11. Meetings and Voting: Procedures for member meetings and voting requirements
12. Allocations and Distributions: How profits, losses, and distributions are allocated among members
13. Transfer Restrictions: Limitations on transferring membership interests
14. Withdrawal and Exit: Procedures for member withdrawal and exit mechanisms
15. Books and Records: Requirements for maintaining company records and member access rights
16. Tax Matters: Tax classification choice and tax-related procedures
17. Amendment Procedures: Process for modifying the operating agreement
18. General Provisions: Standard legal provisions including governing law, notices, and severability
1. Buy-Sell Provisions: Detailed procedures for buying out members in specific circumstances, recommended for multi-member LLCs
2. Succession Planning: Provisions for business continuity and ownership transition, important for family businesses
3. Confidentiality and Non-Compete: Restrictions on information sharing and competition, crucial for LLCs with trade secrets or competitive concerns
4. Intellectual Property Rights: Ownership and management of IP assets, important for technology or creative businesses
5. Employment of Members: Terms for members working in the business, relevant when members are active in operations
6. Special Allocations: Complex profit/loss allocation provisions, useful for investment or real estate LLCs
7. Class Structure: Different classes of membership interests with varying rights, useful for raising capital
8. Advisory Board: Establishment and powers of an advisory board, helpful for larger or complex businesses
9. Dispute Resolution: Detailed procedures for resolving conflicts, recommended for multi-member LLCs
10. International Operations: Provisions for foreign operations or members, necessary for international businesses
1. Schedule A - Member Information: Detailed list of members, their contact information, and initial capital contributions
2. Schedule B - Capital Accounts: Initial capital account balances and contribution details
3. Schedule C - Management Structure: Organizational chart and management responsibilities if manager-managed
4. Schedule D - Special Tax Provisions: Detailed tax allocations and special tax election information
5. Schedule E - Approved Officers: List of authorized officers and their powers, if applicable
6. Appendix 1 - Joinder Agreement: Template for adding new members
7. Appendix 2 - Buy-Sell Valuation Methods: Detailed procedures for valuing membership interests
8. Appendix 3 - Approved Transfer Recipients: List of pre-approved potential transferees, if any
9. Appendix 4 - Initial Business Plan: Initial operating plan and budget, if applicable
10. Appendix 5 - Required Regulatory Provisions: Industry-specific regulatory requirements, if applicable
Authors
Additional Capital Contribution
Adjusted Capital Account
Affiliate
Agreement
Articles of Organization
Assignee
Bankruptcy
Capital Account
Capital Contribution
Certificate of Formation
Code
Company
Company Property
Confidential Information
Default
Defaulting Member
Disability
Dissolution Event
Distribution
Economic Interest
Effective Date
Entity
Fair Market Value
Fiscal Year
GAAP
Initial Capital Contribution
Interest
IRS
Lien
Liquidation
Majority in Interest
Manager
Member
Membership Interest
Net Income
Net Loss
Non-Defaulting Member
Officer
Operating Agreement
Percentage Interest
Person
Principal Office
Profits and Losses
Registered Agent
Registered Office
Related Party
Remaining Member
Securities Act
State
Subsidiary
Super Majority
Tax Matters Partner
Transfer
Treasury Regulations
Unit
Voting Interest
Withdrawing Member
Purpose
Capital Contributions
Membership
Management
Voting Rights
Transfer Restrictions
Distributions
Allocation of Profits and Losses
Tax Provisions
Books and Records
Confidentiality
Non-Competition
Dissolution
Withdrawal
Buy-Sell
First Refusal Rights
Tag-Along Rights
Drag-Along Rights
Deadlock Resolution
Dispute Resolution
Amendment
Assignment
Indemnification
Insurance
Notices
Severability
Governing Law
Entire Agreement
Force Majeure
Representations and Warranties
Meeting Procedures
Fiduciary Duties
Business Opportunities
Intellectual Property
Employment of Members
Successor Interest
Compliance
Third-Party Rights
Termination
Technology
Real Estate
Professional Services
Retail
Manufacturing
Healthcare
Construction
Entertainment
Food and Beverage
Consulting
E-commerce
Agriculture
Financial Services
Transportation
Education
Energy
Legal
Executive Leadership
Corporate Governance
Finance
Tax
Compliance
Risk Management
Operations
Business Development
Administration
Business Owner
CEO
Managing Director
Corporate Lawyer
Legal Counsel
Company Secretary
CFO
Business Development Manager
Operations Manager
Compliance Officer
Risk Manager
Partner
Member
Entrepreneur
General Counsel
Tax Advisor
Business Consultant
Finance Director
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