Member Managed LLC Operating Agreement for the United Kingdom

Member Managed LLC Operating Agreement Template for England and Wales

This document serves as the governing agreement for a business structure in England and Wales, though it's important to note that the US-style LLC doesn't exist in this jurisdiction. Instead, it would need to be adapted for either a Limited Liability Partnership (LLP) or Private Limited Company (Ltd). The agreement outlines the rights, responsibilities, and relationships between members, including management structure, profit sharing, decision-making processes, and capital contributions.

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What is a Member Managed LLC Operating Agreement?

A Member Managed LLC Operating Agreement typically governs the internal operations of a business, though in England and Wales, this would need to be adapted for either an LLP or Ltd structure. This document is essential when establishing a new business or reforming an existing one, providing comprehensive guidelines for management, profit distribution, voting rights, and member responsibilities. It serves as the foundational document that outlines how the business will operate and how decisions will be made, incorporating requirements under English and Welsh law.

What sections should be included in a Member Managed LLC Operating Agreement?

1. Parties: Identification and details of all members/partners

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Business Purpose: Scope and nature of business activities

5. Capital Contributions: Initial and ongoing financial commitments

6. Profit and Loss Distribution: How profits and losses are shared

7. Management Structure: Decision-making processes and authority

8. Voting Rights: Voting procedures and thresholds

9. Transfer of Interests: Procedures for transferring membership interests

10. Dissolution and Winding Up: Process for terminating the business

What sections are optional to include in a Member Managed LLC Operating Agreement?

1. Non-compete Provisions: Restrictions on competitive activities by members during and after membership

2. Intellectual Property Rights: Ownership and use of intellectual property created by members

3. Dispute Resolution: Procedures for resolving conflicts between members

4. Confidentiality: Protection of business secrets and confidential information

5. Death or Incapacity: Procedures in case of member death or incapacity

What schedules should be included in a Member Managed LLC Operating Agreement?

1. Schedule 1: Members' Details: Complete information about each member including contact details and ownership percentages

2. Schedule 2: Capital Contributions: Detailed breakdown of initial and agreed future capital contributions by members

3. Schedule 3: Business Plan: Initial business strategy, objectives, and financial projections

4. Schedule 4: Voting Procedures: Detailed voting mechanisms, thresholds, and requirements for different types of decisions

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
Relevant legal definitions
Clauses
Industries

Companies Act 2006: Primary legislation governing the formation and operation of limited companies in England and Wales

Limited Liability Partnerships Act 2000: Core legislation establishing the legal framework for Limited Liability Partnerships (LLPs) in the UK

Partnership Act 1890: Foundational legislation establishing basic partnership principles that still influence modern business structures

Companies (Model Articles) Regulations 2008: Provides default articles of association for companies registered under the Companies Act 2006

Limited Liability Partnerships Regulations 2001: Detailed regulations governing the operation and administration of LLPs

Small Business, Enterprise and Employment Act 2015: Legislation affecting various aspects of business administration and transparency

Employment Rights Act 1996: Legislation governing employment rights, relevant when members are also employees

Equality Act 2010: Legislation ensuring fair treatment and preventing discrimination in business operations

Data Protection Act 2018: UK's implementation of data protection requirements, including UK GDPR provisions

Insolvency Act 1986: Legislation governing business insolvency and liquidation procedures

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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