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Limited Liability Operating Agreement
"I need a Limited Liability Operating Agreement for a three-member technology startup based in Delaware, with provisions for future investor members and specific voting rights for the founding members who will maintain majority control."
1. Parties: Identifies all initial members of the LLC and any managers if applicable
2. Background: Sets forth the purpose of forming the LLC and basic information about the company's formation
3. Definitions: Defines key terms used throughout the agreement
4. Formation and Name: Details about LLC formation, name, registered office, and registered agent
5. Purpose and Powers: Describes the LLC's business purpose and general powers
6. Members and Membership Interests: Lists initial members, their capital contributions, and ownership percentages
7. Management Structure: Establishes whether the LLC is member-managed or manager-managed and outlines management responsibilities
8. Meetings and Voting: Procedures for member meetings and voting requirements
9. Capital Contributions: Details initial and additional capital contribution requirements and procedures
10. Allocations and Distributions: Methods for allocating profits, losses, and making distributions
11. Transfer Restrictions: Rules regarding transfer of membership interests
12. Withdrawal and Dissolution: Procedures for member withdrawal and company dissolution
13. Books and Records: Requirements for maintaining company records and member access rights
14. Tax Matters: Tax classification choice and tax-related procedures
15. General Provisions: Includes amendment procedures, governing law, and other standard provisions
1. Drag-Along Rights: Include when majority members want the right to force minority members to join in the sale of the company
2. Tag-Along Rights: Include when minority members want the right to join in sales by majority members
3. Special Purpose Provisions: Include for specific industry requirements or special business purposes
4. Buy-Sell Provisions: Include detailed procedures for buying out members in specific circumstances
5. Non-Compete and Confidentiality: Include when members need to be bound by non-compete and confidentiality obligations
6. Special Voting Rights: Include when certain members have special voting rights or veto powers
7. Investment Representations: Include when membership interests might be considered securities
8. Put and Call Rights: Include when members want options to buy or sell interests at predetermined terms
1. Schedule A - Members and Capital Contributions: Detailed list of members, their initial capital contributions, and membership interests
2. Schedule B - Members' Contact Information: Contact details and addresses of all members
3. Schedule C - Tax Matters: Detailed tax allocations and special tax elections
4. Schedule D - Management Structure: Detailed organizational chart and management responsibilities if manager-managed
5. Appendix 1 - Form of Membership Certificate: Template for membership certificates if used
6. Appendix 2 - Transfer Notice Form: Standard form for notifying the LLC of intended membership transfers
7. Appendix 3 - Valuation Methods: Agreed methods for valuing membership interests
8. Appendix 4 - Buy-Sell Procedures: Detailed procedures and forms for implementing buy-sell provisions
Authors
Additional Capital Contribution
Adjusted Capital Account
Affiliate
Agreement
Applicable Law
Articles of Organization
Assignee
Bankruptcy
Board of Managers
Book Value
Business Day
Capital Account
Capital Contribution
Certificate of Formation
Company
Company Property
Confidential Information
Control
Covered Person
Default
Defaulting Member
Disability
Dissolution Event
Distribution
Economic Interest
Effective Date
Fiscal Year
GAAP
Initial Capital Contribution
Interest
LLC
Majority in Interest
Manager
Member
Membership Interest
Net Income
Net Loss
Non-Defaulting Member
Officer
Operating Agreement
Person
Proceeding
Profits and Losses
Quorum
Registered Office
Related Party
Required Interest
Securities Act
Special Resolution
State
Subsidiary
Super Majority
Tax Matters Partner
Transfer
Treasury Regulations
Unit
Voting Interest
Withdrawal
Purpose
Membership
Capital Contributions
Additional Capital
Management Rights
Voting Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Put and Call Rights
Distributions
Allocation of Profits and Losses
Tax Matters
Books and Records
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Meeting Procedures
Notice Requirements
Amendment Procedures
Dispute Resolution
Dissolution
Wind-Up
Indemnification
Insurance
Representations and Warranties
Force Majeure
Assignment
Severability
Governing Law
Jurisdiction
Entire Agreement
Further Assurance
Counterparts
Waiver
Third-Party Rights
Compliance with Laws
Fiduciary Duties
Withdrawal Rights
Buy-Sell Provisions
Death and Disability
Termination
Deadlock Resolution
Business Valuation
Member Expulsion
Technology
Real Estate
Professional Services
Retail
Manufacturing
Healthcare
Financial Services
Construction
Entertainment
Hospitality
E-commerce
Consulting
Agriculture
Energy
Education
Legal
Corporate Governance
Finance
Executive Leadership
Tax
Compliance
Risk Management
Corporate Secretary Office
Business Development
Investment
CEO
Business Owner
Managing Partner
Corporate Lawyer
General Counsel
Chief Financial Officer
Chief Operating Officer
Company Secretary
Managing Director
Compliance Officer
Business Development Manager
Finance Director
Legal Counsel
Tax Manager
Corporate Secretary
Risk Manager
Investment Manager
Board Member
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