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Llc Holding Company Operating Agreement
"I need an LLC Holding Company Operating Agreement for a family-owned real estate investment business with three siblings as equal members, planning to manage multiple property-holding subsidiaries starting January 2025, with specific provisions for succession planning and maintaining family control."
1. Parties: Identifies all initial members and the LLC entity itself
2. Background: Explains the purpose of forming the holding company and its intended business objectives
3. Definitions: Defines key terms used throughout the agreement, including specialized holding company and investment-related terminology
4. Formation and Name: Details of LLC formation, registered name, registered office, and registered agent
5. Purpose and Powers: Specific purposes of the holding company, including investment objectives and authorized activities
6. Capital Contributions: Rules regarding initial and additional capital contributions, capital accounts maintenance
7. Membership Interests: Classes of membership interests, voting rights, and economic rights
8. Management Structure: Management framework, manager appointment process, and decision-making procedures
9. Investment Policy: Guidelines for acquiring, managing, and disposing of subsidiary companies and investments
10. Distributions: Rules governing distribution of profits, losses, and cash flow from subsidiary operations
11. Transfer Restrictions: Limitations on transfer of membership interests and subsidiary ownership
12. Tax Matters: Tax classification, tax distributions, and tax reporting responsibilities
13. Books and Records: Requirements for maintaining company records, financial statements, and subsidiary documentation
14. Dissolution and Liquidation: Processes for company dissolution and asset distribution
15. General Provisions: Standard legal provisions including amendments, notices, and governing law
1. REIT Compliance: Required if the holding company intends to qualify as a Real Estate Investment Trust
2. Foreign Investment Provisions: Needed if the holding company plans to invest in foreign subsidiaries
3. Industry-Specific Regulations: Required for holding companies operating in regulated industries like banking or insurance
4. Family Office Provisions: Needed if the holding company operates as a family office structure
5. Subsidiary Management: Detailed provisions for direct involvement in subsidiary operations
6. Investment Committee: Structure and procedures for an investment committee if required
7. Debt Financing: Provisions governing the company's ability to obtain financing and leverage
8. Conflict Resolution: Special provisions for resolving disputes between member groups or family branches
1. Schedule A - Members and Capital Contributions: Detailed list of members, their initial capital contributions, and ownership percentages
2. Schedule B - Subsidiary Companies: List of current subsidiary companies and ownership structures
3. Schedule C - Management Structure: Detailed organizational chart and management responsibilities
4. Schedule D - Investment Guidelines: Specific investment criteria and limitations
5. Schedule E - Distribution Waterfall: Detailed distribution priorities and calculations
6. Appendix 1 - Valuation Methodology: Agreed methods for valuing company interests and investments
7. Appendix 2 - Tax Allocations: Detailed procedures for special tax allocations and compliance
8. Appendix 3 - Transfer Procedures: Forms and procedures for transferring membership interests
Authors
Adjusted Capital Account
Affiliate
Agreement
Annual Budget
Applicable Law
Appraisal Value
Approved Investment
Asset Value
Authorized Representative
Available Cash Flow
Bankruptcy Event
Board of Managers
Business Day
Capital Account
Capital Contribution
Capital Transaction
Certificate of Formation
Change of Control
Class A Member
Class B Member
Company
Company Assets
Company Minimum Gain
Confidential Information
Control
Controlling Interest
Default Event
Defaulting Member
Distributable Cash
Distribution
Effective Date
Encumbrance
Equity Interest
Fair Market Value
Fiscal Year
Formation Date
GAAP
Governing Law
Holding Period
Immediate Family Member
Initial Capital Contribution
Investment Committee
Investment Guidelines
Investment Period
Lien
Liquidation Event
Major Decision
Managing Member
Member
Member Nonrecourse Debt
Membership Interest
Net Income
Net Loss
Non-Managing Member
Officers
Operating Subsidiary
Ownership Percentage
Parent Company
Permitted Transfer
Person
Portfolio Company
Preferred Return
Principal Office
Profits and Losses
Qualified Transfer
Registered Office
Regulatory Allocation
Related Party
Required Consent
Reserved Matter
Restricted Period
Securities Act
Subsidiary
Super Majority Vote
Tax Distribution
Tax Matters Partner
Transfer
Treasury Regulations
Trigger Event
Unit
Unreturned Capital
Voting Interest
Withdrawal Event
Purpose
Capital Contribution
Membership Interests
Management Rights
Voting Rights
Investment Policy
Subsidiary Management
Distribution Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
First Refusal Rights
Put and Call Rights
Capital Accounts
Tax Allocations
Profit and Loss Allocation
Books and Records
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Indemnification
Insurance
Amendment
Dissolution
Liquidation
Dispute Resolution
Governing Law
Force Majeure
Assignment
Notices
Severability
Integration
Representation and Warranties
Investment Committee
Exit Rights
Compliance
Financial Reporting
Audit Rights
Member Meetings
Board Meetings
Reserved Matters
Deadlock Resolution
Term and Termination
Subsidiary Operations
Asset Management
Risk Management
Regulatory Compliance
Related Party Transactions
Real Estate
Investment Management
Private Equity
Family Office
Technology
Manufacturing
Healthcare
Financial Services
Energy
Agriculture
Retail
Professional Services
Media and Entertainment
Infrastructure
Legal
Finance
Corporate Development
Investment
Tax
Compliance
Risk Management
Board of Directors
Executive Leadership
Corporate Governance
Treasury
Portfolio Management
CEO
CFO
General Counsel
Corporate Secretary
Investment Manager
Managing Director
Board Member
Financial Controller
Tax Director
Compliance Officer
Investment Analyst
Portfolio Manager
Risk Manager
Corporate Development Officer
Family Office Manager
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