Limited Liability Company Contract for the United Kingdom

Limited Liability Company Contract Template for England and Wales

A Limited Liability Company Contract under English and Welsh law serves as the constitutional document of a company, setting out the fundamental rules governing the organization's operation, management, and relationship between shareholders. It defines share rights, decision-making processes, and corporate governance structures while ensuring compliance with the Companies Act 2006 and related legislation. This document forms the backbone of company operations and is legally binding on all shareholders and directors.

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What is a Limited Liability Company Contract?

The Limited Liability Company Contract is essential when establishing a new company or updating an existing company's governance structure in England and Wales. This document outlines crucial aspects such as share rights, voting procedures, board composition, and transfer restrictions. It must comply with the Companies Act 2006 and is typically filed with Companies House. The contract serves as a fundamental reference point for resolving disputes and guiding corporate decisions throughout the company's lifecycle.

What sections should be included in a Limited Liability Company Contract?

1. Company Name and Registration: Details of company name, registered office, and registration number

2. Definitions and Interpretation: Key terms and their meanings used throughout the document

3. Share Capital: Details of share classes, rights, and capital structure

4. Directors and Management: Powers, duties, and appointment/removal procedures

5. Shareholders' Rights and Obligations: Voting rights, dividend rights, and general meeting procedures

6. Transfer of Shares: Procedures and restrictions for share transfers

What sections are optional to include in a Limited Liability Company Contract?

1. Tag-Along Rights: Protection for minority shareholders, used in companies with significant shareholders

2. Drag-Along Rights: Majority shareholder rights, used in companies planning potential exit

3. Share Option Schemes: Include when company plans to offer employee share options

4. Preferred Rights: When different share classes with special rights exist

What schedules should be included in a Limited Liability Company Contract?

1. Initial Shareholders: List of founding shareholders and their shareholdings

2. Share Certificate Template: Standard form for share certificates

3. Board Resolution Templates: Standard forms for common board resolutions

4. Shareholder Resolution Templates: Standard forms for common shareholder resolutions

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

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

Operating Agreement

Sector

Sales

Cost

Free to use
Industries

Companies Act 2006: Primary legislation governing company formation, operation, and management in England and Wales. Sets out fundamental rules for company structure, directors' duties, and shareholder rights.

Limited Liability Partnerships Act 2000: Primary legislation specifically dealing with the formation and operation of Limited Liability Partnerships in the UK.

Companies (Model Articles) Regulations 2008: Secondary legislation providing default articles of association for different types of companies registered under the Companies Act 2006.

Company, Limited Liability Partnership and Business Names Regulations 2014: Secondary legislation governing the use of sensitive words and expressions in company names and business names.

Limited Liability Partnerships Regulations 2009: Secondary legislation detailing specific requirements for LLPs including registration, administration, and winding up procedures.

Corporate Governance Code: Set of principles and guidelines for good corporate governance practices, particularly relevant for listed companies.

Financial Services and Markets Act 2000: Legislation governing companies operating in financial services sector, including regulatory requirements and compliance obligations.

Small Business, Enterprise and Employment Act 2015: Legislation aimed at reducing barriers to small business growth and increasing transparency in company ownership.

EU Retained Law: Former EU legislation that has been retained in UK law post-Brexit, affecting various aspects of company operations and compliance.

UK Employment Law: Various employment-related legislation affecting company operations, including Employment Rights Act 1996 and Equality Act 2010.

UK GDPR and Data Protection Act 2018: Data protection legislation governing how companies must handle and protect personal data.

Companies House Requirements: Registration and filing requirements set by the UK's registrar of companies, including ongoing compliance obligations.

Financial Conduct Authority Guidelines: Regulatory requirements and guidelines for companies operating in regulated financial services sectors.

The Pensions Regulator Guidelines: Regulatory requirements and guidelines for companies offering workplace pensions and related benefits.

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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