Multi Member LLC Agreement for the United Kingdom

Multi Member LLC Agreement Template for England and Wales

This agreement governs the relationship between members of a business partnership under English and Welsh law. While technically structured as a Limited Liability Partnership (LLP) or Private Limited Company (Ltd) in the UK (as LLCs don't exist in this jurisdiction), this agreement establishes the rights, responsibilities, and obligations of multiple business owners. It covers capital contributions, profit sharing, management structure, decision-making processes, and exit procedures, providing a comprehensive framework for business operations and member relationships.

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What is a Multi Member LLC Agreement?

The Multi Member LLC Agreement, adapted for UK jurisdiction as either an LLP Agreement or Shareholders' Agreement, is essential when two or more parties wish to establish a formal business structure with limited liability protection. While the LLC structure doesn't exist in the UK, this agreement serves the same purpose under English and Welsh law, typically used when founding a new business venture, admitting new members, or restructuring an existing partnership. It defines capital contributions, profit sharing, management rights, transfer restrictions, and dissolution procedures, providing crucial protection for all parties involved.

What sections should be included in a Multi Member LLC Agreement?

1. Parties: Identification and details of all members entering into the agreement

2. Background: Context and purpose of the agreement, including business objectives

3. Definitions: Key terms and their meanings as used throughout the agreement

4. Business of the Partnership: Description of the nature and scope of business activities

5. Capital Contributions: Details of initial and ongoing capital contributions by members

6. Profit and Loss Sharing: Distribution of profits and allocation of losses among members

7. Management Structure: Governance framework and decision-making processes

8. Members' Rights and Obligations: Core rights and duties of members

9. Termination: Circumstances and procedures for agreement termination

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

1. Intellectual Property Rights: IP ownership and protection provisions - use when the business involves significant IP assets

2. Non-Compete Provisions: Restrictions on competitive activities - use when protecting business interests from member competition is crucial

3. International Operations: Provisions for cross-border activities - use when business operates in multiple jurisdictions

4. Special Purpose Vehicles: Provisions for subsidiary entities - use when the business structure includes SPVs

What schedules should be included in a Multi Member LLC Agreement?

1. Initial Capital Contributions Schedule: Detailed breakdown of members' initial investments

2. Members' Details: Complete information about each member including contact details

3. Business Plan: Initial business plan and strategy

4. Accounting Policies: Agreed accounting principles and procedures

5. Deed of Adherence: Template for new members joining the partnership

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

Limited Liability Partnerships Act 2000: Primary legislation providing the legal framework for LLP formation and operation, including members' rights and duties, and registration requirements

Companies Act 2006: Main corporate legislation covering corporate governance provisions, directors' duties, company administration, and member rights and obligations

Partnership Act 1890: Foundational legislation establishing basic partnership principles, member relationships, and business management rules

The Limited Liability Partnerships Regulations 2001: Detailed regulations covering operational requirements, financial arrangements, and administrative procedures for LLPs

Financial Services and Markets Act 2000: Regulatory framework for financial services and regulated activities that may apply to the business

Income Tax Act 2007: Tax legislation governing income tax obligations and requirements for business entities

Corporation Tax Act 2009: Tax legislation specifically dealing with corporation tax requirements and obligations

Finance Acts: Annual legislation implementing tax changes and updates that may affect business operations and obligations

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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