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Real Estate LLC Operating Agreement

Real Estate LLC Operating Agreement Template for Netherlands

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Key Requirements PROMPT example:

Real Estate LLC Operating Agreement

"I need a Real Estate LLC Operating Agreement under Dutch law for a three-member company focusing on commercial property development in Amsterdam, with specific provisions for project financing and environmental compliance to be implemented by March 2025."

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Document background
The Real Estate LLC Operating Agreement is a foundational document used when establishing a real estate-focused limited liability company in the Netherlands. It serves as the primary governing document that defines the relationship between members, establishes management structures, and sets operational protocols for real estate activities. This document is essential when two or more parties wish to form a Dutch LLC (comparable to a BV) for real estate investment, development, or management purposes. It must comply with Dutch corporate law, particularly the Dutch Civil Code (Burgerlijk Wetboek), while addressing specific requirements of real estate operations. The agreement typically includes detailed provisions for property acquisition, management, financial distributions, and member rights, making it crucial for protecting member interests and ensuring smooth business operations in the Dutch real estate market.
Suggested Sections

1. Parties: Identification of all founding members/parties to the LLC agreement

2. Background: Context of the LLC formation and its real estate focus

3. Definitions: Defined terms used throughout the agreement

4. Formation and Name: Legal establishment of the LLC and its registered name

5. Registered Office and Duration: Official address and term of the LLC

6. Purpose and Business Activities: Specific real estate activities and scope of operations

7. Capital Contributions: Initial and subsequent capital contributions, including property contributions

8. Membership Interests: Classification and rights of membership interests

9. Management Structure: Governance framework and management responsibilities

10. Members' Rights and Obligations: Rights, duties, and responsibilities of members

11. Property Management: Procedures for managing real estate assets

12. Financial Affairs: Accounting, distributions, and fiscal matters

13. Transfer of Interests: Rules for transferring membership interests

14. Exit Provisions: Procedures for member withdrawal or company dissolution

15. Confidentiality: Protection of company and member confidential information

16. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction

17. Amendment Procedure: Process for modifying the operating agreement

Optional Sections

1. Development Projects: Include when the LLC will engage in real estate development activities

2. Property Acquisition Protocol: Include when establishing specific criteria for property purchases

3. Financing Arrangements: Include when specific financing structures or requirements need to be documented

4. Environmental Compliance: Include when properties may have environmental concerns or requirements

5. Foreign Investment Provisions: Include when non-Dutch investors are involved

6. Asset Management Services: Include when the LLC will provide property management services to third parties

7. Conflict Resolution: Include when specific dispute resolution procedures are desired beyond standard court proceedings

8. Tax Election Provisions: Include when specific tax treatment options need to be documented

Suggested Schedules

1. Schedule A - Initial Members and Capital Contributions: Detailed list of members and their initial contributions

2. Schedule B - Property Schedule: List and details of real estate assets owned by the LLC

3. Schedule C - Management Structure: Detailed organizational chart and management procedures

4. Schedule D - Valuation Methodology: Agreed methods for valuing properties and membership interests

5. Schedule E - Distribution Procedures: Detailed procedures for profit distribution and reinvestment

6. Appendix 1 - Form of Transfer Agreement: Template for membership interest transfers

7. Appendix 2 - Property Management Guidelines: Detailed procedures for property management

8. Appendix 3 - Financial Reporting Requirements: Specific requirements for financial statements and reports

9. Appendix 4 - Compliance Checklist: Regulatory and legal compliance requirements

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Asset Management Services
Board
Business Day
Business Plan
Capital Account
Capital Contribution
Company
Confidential Information
Default Event
Development Project
Distributable Cash
Dutch Civil Code
Effective Date
Environmental Laws
Fair Market Value
Fiscal Year
Initial Capital Contribution
Investment Committee
LLC Assets
Management Board
Managing Director
Member
Membership Interest
Net Income
Net Loss
Operating Expenses
Percentage Interest
Permitted Transfer
Property
Property Management Agreement
Property Manager
Qualified Appraiser
Real Estate Assets
Regulatory Requirements
Related Party
Required Consent
Reserved Matters
Shareholders Agreement
Subscription Amount
Supervisory Board
Tax Matters Partner
Transfer
Valuation Date
Voting Rights
Clauses
Company Formation
Purpose and Scope
Capital Contributions
Membership Rights
Management Structure
Voting Rights
Property Management
Asset Acquisition
Financial Management
Distribution of Profits
Transfer Restrictions
Exit Rights
Confidentiality
Non-Competition
Environmental Compliance
Tax Matters
Regulatory Compliance
Decision Making
Property Maintenance
Insurance Requirements
Financial Reporting
Member Meetings
Amendment Procedures
Dispute Resolution
Termination
Force Majeure
Representations and Warranties
Indemnification
Bankruptcy Provisions
Assignment Rights
Notice Requirements
Governing Law
Severability
Integration
Property Valuation
Development Rights
Asset Disposal
Financing Arrangements
Liability Limitations
Conflict Resolution
Relevant Industries

Real Estate

Property Development

Property Management

Commercial Property

Residential Property

Real Estate Investment

Construction

Property Technology

Facilities Management

Urban Development

Property Finance

Relevant Teams

Legal

Real Estate Operations

Investment

Finance

Compliance

Tax

Corporate Governance

Property Management

Asset Management

Risk Management

Business Development

Corporate Affairs

Relevant Roles

Real Estate Director

Property Manager

Investment Manager

Legal Counsel

Corporate Attorney

Chief Executive Officer

Chief Financial Officer

Development Director

Asset Manager

Compliance Officer

Tax Manager

Managing Partner

Operations Director

Board Member

Company Secretary

Investment Analyst

Portfolio Manager

Risk Manager

Industries
Dutch Civil Code Book 2 (Burgerlijk Wetboek Boek 2): Contains the fundamental legal framework for legal entities in the Netherlands, including provisions for BVs (private limited companies) and their governance structure
Wet op de vennootschapsbelasting 1969: Corporate Income Tax Act - Essential for understanding the tax treatment of real estate LLCs in the Netherlands
Handelsregisterwet 2007: Trade Register Act - Covers registration requirements for business entities in the Netherlands
Wet op belastingen van rechtsverkeer: Legal Transactions Tax Act - Particularly relevant for real estate transfer tax provisions
Huisvestingswet 2014: Housing Act - Contains regulations regarding real estate management and property rights
Wet ter voorkoming van witwassen en financieren van terrorisme (Wwft): Anti-Money Laundering and Anti-Terrorist Financing Act - Relevant for real estate transactions and business operations
Algemene wet bestuursrecht: General Administrative Law Act - Important for dealing with governmental authorities regarding real estate matters
Dutch Civil Code Book 5 (Burgerlijk Wetboek Boek 5): Contains property law provisions, including regulations on ownership and rights in rem
Dutch Civil Code Book 7 (Burgerlijk Wetboek Boek 7): Contains specific provisions regarding lease agreements and other special agreements
Wet op de omzetbelasting 1968: Value Added Tax Act - Important for real estate transactions and rental activities
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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