Llc Holding Company Operating Agreement Template for United States

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Key Requirements PROMPT example:

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."

Document background
The LLC Holding Company Operating Agreement is a foundational document used when establishing a holding company structure under the Limited Liability Company format in the United States. This document becomes necessary when investors or business owners want to create a parent company to own and manage multiple subsidiary businesses or investments while maintaining liability protection and tax efficiency. The agreement is particularly crucial as it defines the relationship between members, establishes governance structures, and sets forth investment policies and subsidiary management protocols. It must comply with both federal regulations and state-specific LLC laws, typically incorporating provisions for tax efficiency, asset protection, and investment management. The document is especially relevant for family businesses, investment groups, and enterprises seeking to compartmentalize different business operations or assets under a unified management structure.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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
Relevant Industries

Real Estate

Investment Management

Private Equity

Family Office

Technology

Manufacturing

Healthcare

Financial Services

Energy

Agriculture

Retail

Professional Services

Media and Entertainment

Infrastructure

Relevant Teams

Legal

Finance

Corporate Development

Investment

Tax

Compliance

Risk Management

Board of Directors

Executive Leadership

Corporate Governance

Treasury

Portfolio Management

Relevant Roles

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

Industries
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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