Multi Member LLC Operating Agreement for the United Kingdom

Multi Member LLC Operating Agreement Template for England and Wales

This operating agreement is a foundational document for multi-member business entities in England and Wales. While the LLC structure is not native to English law, this agreement adapts LLC principles to the framework of either a Limited Liability Partnership (LLP) or Private Limited Company (Ltd). It establishes the rights, responsibilities, and relationships between business members, covering aspects such as ownership, management, profit sharing, and decision-making processes, all while ensuring compliance with English and Welsh corporate law.

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What is a Multi Member LLC Operating Agreement?

The Multi Member LLC Operating Agreement, adapted for English and Welsh law, serves as the primary governing document for businesses with multiple owners. While traditional LLCs don't exist in England and Wales, this agreement provides equivalent governance through either LLP or Ltd structures. It's essential when establishing a new business entity or formalizing arrangements between multiple business owners. The document covers crucial aspects including capital contributions, profit sharing, management rights, transfer restrictions, and dispute resolution mechanisms. It should be implemented at business formation or when transitioning from a different business structure, ensuring compliance with the Companies Act 2006 and related legislation.

What sections should be included in a Multi Member 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 objectives of the business

5. Capital Contributions: Initial and ongoing capital requirements

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

7. Management Structure: Governance and decision-making processes

8. Members' Rights and Obligations: Core responsibilities and entitlements of members

9. Transfer of Interests: Rules for transferring ownership stakes

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

1. Intellectual Property Rights: IP ownership and protection provisions when the business involves creation or use of intellectual property

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

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

4. Regulatory Compliance: Specific regulatory obligations when operating in regulated industries

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

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

2. Schedule 2: Initial Capital Contributions: Itemized list of initial investments by each member

3. Schedule 3: Business Plan: Initial business plan and strategic objectives

4. Schedule 4: Deed of Adherence: Template for new members joining the business

5. Appendix A: Voting Rights: Detailed voting procedures and rights allocation

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 company formation and operation, including directors' duties and responsibilities, shareholder rights, and company administration requirements

Limited Liability Partnerships Act 2000: Framework legislation for Limited Liability Partnership (LLP) formation and operation in England and Wales

Partnership Act 1890: Foundational legislation establishing underlying partnership principles that may be relevant to company agreements

Financial Services and Markets Act 2000: Regulatory framework for financial services and markets, applicable if the business involves regulated activities

Small Business, Enterprise and Employment Act 2015: Legislation covering transparency requirements and Register of People with Significant Control

Data Protection Act 2018 and UK GDPR: Legislation governing the handling and protection of personal data within business operations

Equality Act 2010: Legislation establishing non-discrimination provisions that must be considered in business operations and agreements

Business Names Act 1985: Legislation setting out requirements and restrictions for business naming in the UK

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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