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Multi Member Llc Operating Agreement
"I need a Multi-Member LLC Operating Agreement for a technology consulting firm with four equal partners who will all participate in management decisions, including provisions for intellectual property protection and non-compete clauses."
1. Parties: Identifies all founding members of the LLC and the LLC entity itself
2. Background: Establishes the context of the agreement and the intent to form and operate the LLC
3. Definitions: Defines key terms used throughout the agreement
4. Formation and Name: Details of LLC formation, name, and registered office
5. Purpose and Powers: Stated business purpose and general powers of the LLC
6. Members and Capital Contributions: Initial members, their capital contributions, and commitment requirements
7. Allocations and Distributions: Rules for allocating profits, losses, and making distributions
8. Management Structure: Whether manager-managed or member-managed, and governance procedures
9. Meetings and Voting: Procedures for member meetings and voting requirements
10. Transfer Restrictions: Limitations on transferring membership interests
11. Withdrawal and Removal: Process for member withdrawal and involuntary removal
12. Dissolution and Liquidation: Circumstances and procedures for dissolving the LLC
13. Books and Records: Requirements for maintaining financial records and member access rights
14. Tax Matters: Tax classification choice and tax reporting responsibilities
15. Indemnification: Protection of members and managers from business liabilities
16. Amendment Procedures: Process for modifying the operating agreement
17. General Provisions: Miscellaneous legal provisions including governing law, notices, and severability
1. Drag-Along Rights: Used when majority members may force minority members to join in sale of LLC
2. Tag-Along Rights: Allows minority members to join in sale if majority members sell their interests
3. Right of First Refusal: Gives existing members priority right to purchase interests being sold
4. Buy-Sell Provisions: Detailed procedures for buying out members in specific circumstances
5. Non-Compete Clauses: Restrictions on members competing with LLC's business
6. Special Purpose Provisions: For LLCs formed for specific projects or industries
7. Family Limited Liability Company Provisions: Special provisions for family-owned LLCs
8. Professional LLC Provisions: Special requirements for LLCs providing professional services
9. Intellectual Property Rights: Provisions dealing with IP ownership and licensing
10. International Operations: Provisions for LLCs operating across borders
1. Schedule A - Member Information: Detailed list of members, contact information, and initial capital contributions
2. Schedule B - Capital Accounts: Initial capital account balances and contribution history
3. Schedule C - Membership Interests: Percentage ownership and voting rights of each member
4. Schedule D - Management Structure: Organizational chart and management responsibilities if manager-managed
5. Appendix 1 - Initial Business Plan: Initial business objectives and operational strategy
6. Appendix 2 - Valuation Methodology: Agreed methods for valuing membership interests
7. Appendix 3 - Tax Elections: Specific tax elections made by the LLC
8. Appendix 4 - Approved Transfer Recipients: Pre-approved potential transferees of membership interests
Authors
Additional Capital Contribution
Additional Member
Adjusted Capital Account
Affiliate
Agreement
Articles of Organization
Assignee
Bankruptcy
Board
Business Day
Capital Account
Capital Contribution
Certificate of Formation
Code
Company
Confidential Information
Defaulting Member
Disability
Dissolution Event
Distribution
Economic Interest
Effective Date
Fiscal Year
GAAP
Initial Capital Contribution
Interest
LLC
Losses
Manager
Managing Member
Member
Membership Interest
Non-Managing Member
Officer
Operating Agreement
Percentage Interest
Person
Profits
Quorum
Registered Office
Related Party
Remaining Members
Required Vote
State
Super Majority Vote
Tax Matters Partner
Transfer
Treasury Regulations
Unit
Voting Interest
Withdrawal Event
Purpose
Capital Contribution
Membership Interest
Management Rights
Voting Rights
Transfer Restriction
Distribution
Profit and Loss Allocation
Tax Matters
Confidentiality
Non-Competition
Indemnification
Dissolution
Amendment
Dispute Resolution
Drag-Along Rights
Tag-Along Rights
Buy-Sell
Right of First Refusal
Put and Call Rights
Member Withdrawal
Member Removal
Books and Records
Meeting Procedures
Notice Requirements
Assignment
Severability
Governing Law
Entire Agreement
Force Majeure
Intellectual Property
Representations and Warranties
Successor and Assigns
Third-Party Rights
Technology
Real Estate
Professional Services
Manufacturing
Retail
Healthcare
Construction
Hospitality
Financial Services
Agriculture
Entertainment
Consulting
E-commerce
Transportation
Energy
Legal
Corporate Governance
Executive Leadership
Finance
Tax
Compliance
Risk Management
Operations
Business Development
Company Secretariat
Business Owner
CEO
Managing Partner
Corporate Attorney
Business Development Manager
Chief Financial Officer
Legal Counsel
Company Secretary
Business Formation Specialist
Managing Director
Compliance Officer
Tax Advisor
Operations Manager
Risk Manager
Investment Manager
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