The Member Managed LLC Operating Agreement is a crucial document for businesses operating in Nigeria that choose a member-managed structure for their Limited Liability Company. This agreement becomes necessary when two or more individuals or entities decide to form an LLC where they will actively participate in the company's management rather than appointing external managers. The document must comply with the Companies and Allied Matters Act (CAMA) 2020 and should be prepared at the time of company formation or when converting to a member-managed structure. It contains detailed provisions about company operations, member rights and obligations, capital contributions, profit sharing, decision-making processes, and dispute resolution mechanisms. This agreement is particularly important in the Nigerian business context as it provides clarity and legal protection for members while ensuring compliance with local corporate governance requirements.
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1. Parties: Identifies and provides details of all initial members of the LLC
2. Background: States the purpose of the agreement and basic information about the LLC's formation
3. Definitions: Defines key terms used throughout the agreement
4. Formation and Name: Details of LLC registration, business name, and registered office
5. Purpose and Powers: Describes the LLC's business purpose and general powers
6. Membership and Capital Contributions: Details initial capital contributions and membership interests
7. Management Structure: Specifies member-management procedures, voting rights, and decision-making processes
8. Meetings and Voting: Procedures for member meetings, voting requirements, and quorum
9. Financial Affairs: Covers accounting, banking, profits distribution, and losses
10. Transfer of Interests: Rules regarding transfer of membership interests and restrictions
11. Withdrawal and Dissolution: Procedures for member withdrawal and company dissolution
12. Books and Records: Requirements for maintaining company records and member access
13. Confidentiality: Provisions protecting company confidential information
14. Dispute Resolution: Procedures for resolving disputes between members
15. General Provisions: Includes governing law, amendments, and other standard clauses
1. Foreign Investment Provisions: Required when any members are non-Nigerian nationals, addressing foreign investment regulations
2. Intellectual Property Rights: Needed when the LLC owns or develops significant IP assets
3. Employment of Members: Used when members will also serve as employees of the LLC
4. Special Purpose Vehicle Provisions: Required when the LLC is formed for a specific project or venture
5. Tax Matters: Detailed tax provisions needed for complex tax structures or international operations
6. Environmental Compliance: Required for businesses operating in environmentally sensitive sectors
7. Industry-Specific Compliance: Needed for regulated industries like financial services or healthcare
1. Schedule 1 - Member Details: Complete information about members, including contact details and ownership percentages
2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of each member's initial capital contributions
3. Schedule 3 - Business Plan: Initial business plan and operational objectives
4. Schedule 4 - Company Assets: List of company assets and their agreed values
5. Schedule 5 - Deed of Adherence: Template for new members joining the LLC
6. Appendix A - Meeting Procedures: Detailed procedures for conducting member meetings
7. Appendix B - Calculation of Distributions: Formula and methods for calculating profit distributions
8. Appendix C - Valuation Methods: Agreed methods for valuing membership interests
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