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Member Managed Operating Agreement
"I need a Member Managed Operating Agreement for a technology startup LLC with three founding members who will all contribute different amounts of initial capital, and we need strong provisions for intellectual property protection and future capital raises planned for March 2025."
1. Parties: Identifies all initial members of the LLC and their contact information
2. Background: States the purpose of forming the LLC and the intent to operate as a member-managed entity
3. Definitions: Defines key terms used throughout the agreement
4. Formation: Details of LLC formation, including name, registered office, registered agent, and purpose
5. Capital Contributions: Specifies initial and additional capital contributions, terms, and conditions
6. Membership Interests: Defines ownership percentages and classes of membership interests
7. Management Structure: Outlines member-management structure, voting rights, and decision-making processes
8. Meetings and Voting: Procedures for member meetings, voting requirements, and quorum rules
9. Allocations and Distributions: Methods for allocating profits, losses, and making distributions
10. Transfer Restrictions: Rules governing transfer of membership interests and admission of new members
11. Withdrawal and Dissolution: Procedures for member withdrawal and company dissolution
12. Books and Records: Requirements for maintaining company records and member access rights
13. Tax Matters: Tax classification choice and procedures for tax-related decisions
14. Indemnification: Provisions for indemnifying members in various situations
15. Amendment Procedures: Process for modifying the operating agreement
16. General Provisions: Miscellaneous legal provisions including governing law, notices, and severability
1. Competing Activities: Restrictions on members engaging in competing businesses - used when non-compete provisions are desired
2. Intellectual Property: Provisions regarding ownership and use of IP - included when LLC owns or develops significant IP
3. Employment of Members: Terms for members working as employees - used when members will be active in day-to-day operations
4. Succession Planning: Procedures for handling deceased or incapacitated members - important for family businesses or long-term ventures
5. Special Purpose Provisions: Industry-specific provisions - included based on LLC's business sector
6. Banking and Financial Matters: Specific procedures for banking operations - used for businesses with complex financial operations
7. Insurance Requirements: Mandatory insurance coverage - included when business has significant liability risks
8. Dispute Resolution: Mediation or arbitration procedures - used when alternative dispute resolution is preferred
1. Schedule A - Member Information: Detailed list of members, contact information, and initial capital contributions
2. Schedule B - Initial Membership Interests: Breakdown of initial ownership percentages and classes of membership interests
3. Schedule C - Valuation Methodology: Agreed methods for valuing membership interests for various purposes
4. Schedule D - Tax Elections: Specific tax elections made by the LLC
5. Appendix 1 - Initial Resolutions: Initial member resolutions establishing operating procedures
6. Appendix 2 - Form of Membership Certificate: Template for membership certificates if used
7. Appendix 3 - Required Notices: Templates for various required notices under the agreement
8. Appendix 4 - Buy-Sell Provisions: Detailed procedures for buying/selling membership interests
Authors
Additional Capital Contribution
Adjusted Capital Account
Affiliate
Agreement
Articles of Organization
Assignee
Available Cash Flow
Bankruptcy
Business Day
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
Good Cause
Gross Asset Value
Initial Capital Contribution
Interest
IRS
Lien
Liquidating Member
Majority in Interest
Manager
Member
Membership Interest
Net Income
Net Loss
Non-Defaulting Member
Operating Agreement
Percentage Interest
Person
Principal Office
Profits and Losses
Registered Agent
Registered Office
Regulations
Related Party
Remaining Member
Secretary of State
State
Super Majority
Tax Matters Member
Transfer
Treasury Regulations
Unit
Voting Interest
Withdrawal
Withdrawing Member
Membership
Capital Contributions
Profit and Loss Allocation
Distributions
Management Rights
Voting Rights
Transfer Restrictions
First Refusal Rights
Tag-Along Rights
Drag-Along Rights
Withdrawal Rights
Buy-Sell Provisions
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Indemnification
Liability Limitation
Meeting Procedures
Notice Requirements
Record Keeping
Tax Matters
Banking
Dissolution
Winding Up
Amendment
Dispute Resolution
Governing Law
Severability
Integration
Force Majeure
Assignment
Successors and Assigns
Representations and Warranties
Third-Party Rights
Counterparts
Electronic Signatures
Entire Agreement
Further Assurance
Professional Services
Real Estate
Retail
Technology
Manufacturing
Construction
Healthcare
Hospitality
Consulting
E-commerce
Agriculture
Entertainment
Food and Beverage
Transportation and Logistics
Legal
Finance
Operations
Executive Leadership
Corporate Governance
Compliance
Tax
Business Development
Administration
Business Owner
Managing Member
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
General Counsel
Corporate Attorney
Business Development Manager
Operations Manager
Finance Director
Company Secretary
Compliance Officer
Small Business Advisor
Tax Consultant
Business Formation Specialist
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