Nonprofit LLC Operating Agreement for the United Kingdom

Nonprofit LLC Operating Agreement Template for England and Wales

This document serves as the governing framework for nonprofit organizations in England and Wales, though it's important to note that the specific 'LLC' structure is not recognized in this jurisdiction. Instead, it typically applies to Companies Limited by Guarantee or Charitable Incorporated Organizations. The agreement outlines the organization's purpose, governance structure, member rights and obligations, financial management, and dissolution procedures, all while ensuring compliance with UK charity and company law.

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What is a Nonprofit LLC Operating Agreement?

A Nonprofit LLC Operating Agreement, while common in the US, needs to be adapted for use in England and Wales where different legal structures apply. This document is essential when establishing a nonprofit organization, typically structured as a Company Limited by Guarantee or CIO under UK law. It sets out the fundamental rules governing the organization's operations, including membership rights, decision-making processes, financial management, and charitable objectives. The agreement must comply with both Companies Act 2006 and Charities Act 2011 requirements, ensuring proper governance and regulatory compliance.

What sections should be included in a Nonprofit LLC Operating Agreement?

1. Parties: Identification of the founding members/trustees

2. Background: Context and purpose of the organization

3. Definitions: Key terms used throughout the agreement

4. Organization Name and Purpose: Official name and charitable/nonprofit objectives

5. Membership: Rules regarding membership, rights, and obligations

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

7. Financial Provisions: Financial management and control procedures

8. Dissolution: Procedures for winding up the organization

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

1. Asset Lock Provisions: Required if seeking certain tax benefits or charitable status - used when organization wants to ensure assets are permanently dedicated to nonprofit purposes

2. Trading Subsidiary Provisions: Rules governing commercial activities - used when organization plans to conduct trading activities

3. International Operations: Provisions for operating outside the UK - used when organization plans to operate internationally

What schedules should be included in a Nonprofit LLC Operating Agreement?

1. Members Register: List of founding members and their details

2. Objects Schedule: Detailed description of charitable/nonprofit objectives

3. Powers Schedule: Detailed list of organizational powers

4. Governance Procedures: Detailed procedures for meetings and decision-making

5. Conflicts of Interest Policy: Procedures for managing conflicts of interest

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
Clauses
Industries

Companies Act 2006: Primary legislation governing company formation, operation, and regulation in England and Wales, particularly relevant for Companies Limited by Guarantee

Charities Act 2011: Core legislation governing charitable organizations, including registration, regulation, and operation of charities in England and Wales

Charities (Protection and Social Investment) Act 2016: Supplementary legislation providing additional regulatory framework for charities, including provisions for social investment and protection

Corporation Tax Act 2010: Legislation governing tax treatment of organizations, including specific provisions for tax exemptions for nonprofit entities

Trustees Act 2000: Legislation setting out the powers and duties of trustees, relevant for charitable organizations and trusts

The Charitable Incorporated Organisations (General) Regulations 2012: Specific regulations governing the establishment and operation of Charitable Incorporated Organisations (CIOs)

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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