Member Managed LLC Agreement Template for South Africa

The Member Managed LLC Agreement, adapted for South African legal requirements as a private company (Pty Ltd) structure, is essential for businesses seeking to establish a member-managed entity in South Africa. This document is particularly crucial as it bridges the gap between traditional LLC structures and South African company law requirements. It provides the legal framework for operation under the Companies Act 71 of 2008, addressing key aspects such as member rights, management responsibilities, capital contributions, profit sharing, and dispute resolution. The agreement is fundamental for businesses requiring clear governance structures while maintaining flexibility in management and operations. It includes specific provisions for compliance with South African regulations, including B-BBEE requirements where applicable, and serves as the primary reference document for all aspects of company governance and member relations.

1. Parties: Identifies and provides details of all founding members of the LLC

2. Background: Sets out the context and purpose for establishing the LLC

3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules

4. Formation and Name: Details of company formation, registered name, and registration requirements

5. Principal Place of Business: Specifies the company's registered address and principal place of business

6. Purpose and Powers: Defines the business purpose and powers of the LLC

7. Members and Capital Contributions: Details of initial members, their capital contributions, and ownership percentages

8. Management Rights and Responsibilities: Outlines management structure, voting rights, and decision-making processes

9. Meetings and Resolutions: Procedures for member meetings, voting, and passing resolutions

10. Financial Affairs: Financial management, accounting practices, and distribution of profits

11. Transfer of Membership Interests: Rules regarding the transfer of ownership interests and restrictions

12. Withdrawal and Dissolution: Procedures for member withdrawal and company dissolution

13. Confidentiality: Provisions protecting company confidential information

14. Dispute Resolution: Procedures for resolving disputes between members

15. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law