Limited Liability Company Operating Agreement for New Zealand
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Limited Liability Company Operating Agreement
"I need a Limited Liability Company Operating Agreement for a tech startup in Auckland with three founding members, where we want strong provisions for intellectual property protection and a detailed process for bringing in new investors."
Your data doesn't train Genie's AI
You keep IP ownership of your information
1. Parties: Identifies all members of the LLC, including their full legal names, addresses, and ownership percentages
2. Background: Sets out the context for the agreement, including the company's formation purpose and basic structure
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Formation and Name: Details of company registration, business name, and registered office
5. Purpose and Powers: Describes the company's business purpose and scope of permitted activities
6. Capital Contributions: Specifies initial and any additional capital contributions by members
7. Membership Interests: Details the allocation of ownership interests and voting rights
8. Management Structure: Outlines the management framework, whether member-managed or manager-managed
9. Meetings and Voting: Procedures for member meetings and voting requirements
10. Financial Affairs: Covers accounting practices, fiscal year, banking, and financial reporting
11. Distributions: Rules for profit distribution and handling of losses
12. Transfer Restrictions: Limitations on transferring membership interests
13. Exit Provisions: Procedures for member withdrawal, expulsion, or death
14. Dissolution: Process for winding up the company and distributing assets
15. General Provisions: Standard clauses including amendments, notices, and governing law
1. Preemptive Rights: Used when members want the right of first refusal before interests can be sold to outside parties
2. Intellectual Property: Required when the LLC owns or develops significant IP assets
3. Non-Compete and Confidentiality: Important for businesses with trade secrets or competitive concerns
4. Tag-Along/Drag-Along Rights: Used in companies that may seek future investment or sale
5. Special Purpose Provisions: For LLCs formed for specific projects or industries
6. International Operations: Required when the LLC conducts business internationally
7. Employee Matters: Needed when the LLC will have employees or specific employment policies
8. Tax Matters: Detailed tax provisions for companies with complex tax structures
1. Schedule 1: Member Details: Detailed information about members including contact details and initial capital contributions
2. Schedule 2: Share Capital: Details of share classes and rights attached to shares
3. Schedule 3: Management Structure: Detailed management procedures and organizational chart
4. Schedule 4: Business Plan: Initial business plan and strategic objectives
5. Schedule 5: Voting Rights: Detailed voting procedures and special voting rights
6. Appendix A: Form of Transfer Notice: Standard form for notifying intent to transfer membership interests
7. Appendix B: Valuation Methods: Agreed methods for valuing membership interests
8. Appendix C: Deed of Accession: Template for new members joining the LLC
Authors
Additional Capital Contribution
Agreement
Board
Business
Business Day
Capital Account
Capital Contribution
Company
Companies Office
Confidential Information
Constitution
Deed of Accession
Directors
Distribution
Effective Date
Encumbrance
Fair Market Value
Financial Year
Initial Capital Contribution
Initial Members
Insolvency Event
Interest Rate
Law
Management Committee
Manager
Material Transaction
Member
Membership Interest
Notice
Operating Expenses
Ordinary Resolution
Party/Parties
Percentage Interest
Permitted Transfer
Person
Preemptive Rights
Profits and Losses
Quarter
Registered Office
Related Party
Remaining Members
Resolution
Share
Special Resolution
Transfer
Transferee
Transferor
Voting Rights
Membership
Capital Contributions
Business Purpose
Management Structure
Voting Rights
Financial Management
Distributions
Transfer Restrictions
Preemptive Rights
Confidentiality
Non-Competition
Intellectual Property
Decision Making
Meetings
Record Keeping
Bank Accounts
Tax Matters
Dispute Resolution
Amendment Procedures
Dissolution
Exit Rights
Tag-Along Rights
Drag-Along Rights
Death and Incapacity
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Governing Law
Third Party Rights
Counterparts
Technology
Professional Services
Retail
Manufacturing
Real Estate
Healthcare
Financial Services
Construction
Hospitality
Agriculture
Entertainment
Education
Consulting
E-commerce
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Risk Management
Board of Directors
Company Secretariat
Corporate Affairs
Business Development
CEO
Managing Director
Company Secretary
Legal Counsel
Corporate Lawyer
Business Development Manager
Chief Financial Officer
Operations Director
Compliance Officer
Risk Manager
Board Member
Company Director
Founding Partner
General Counsel
Corporate Governance Officer
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