The 50-50 LLC Operating Agreement is a crucial document for businesses in the Philippines where two parties wish to establish an equal partnership structure with limited liability protection. This agreement is essential when forming a new LLC or restructuring an existing business into a 50-50 ownership model. It provides comprehensive coverage of all aspects of business operations, from formation to dissolution, while ensuring compliance with Philippine corporate laws, particularly the Revised Corporation Code. The document is especially important as it addresses potential challenges unique to equal ownership structures, such as deadlock resolution and unanimous voting requirements. It serves as both a governance document and a contract between members, establishing clear protocols for business operations, management responsibilities, capital contributions, profit sharing, and dispute resolution. The agreement must be carefully structured to protect both members' interests while maintaining operational efficiency under Philippine jurisdiction.

1. Parties: Identifies and provides details of the two LLC members entering into the agreement

2. Background: Outlines the context and purpose for forming the LLC and entering into this agreement

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Details of LLC formation, registered name, and compliance with Philippine registration requirements

5. Principal Office and Registered Agent: Specifies the LLC's official address and registered agent details as required by Philippine law

6. Purpose and Powers: Describes the business purpose and permitted activities of the LLC

7. Capital Contributions: Details the equal (50-50) initial and any additional capital contributions from members

8. Membership Interests: Confirms the equal ownership structure and rights attached to membership interests

9. Management Structure: Outlines the management framework, decision-making processes, and voting requirements

10. Meetings and Voting: Procedures for member meetings and voting mechanisms, including deadlock resolution

11. Allocations and Distributions: Details how profits, losses, and distributions are shared between members

12. Transfer Restrictions: Rules governing the transfer of membership interests and admission of new members

13. Withdrawal and Dissolution: Procedures for member withdrawal and LLC dissolution

14. Books and Records: Requirements for maintaining financial records and member access rights

15. Amendments: Process for modifying the operating agreement

16. Governing Law: Specifies Philippine law as governing law and jurisdiction

17. Miscellaneous Provisions: Standard boilerplate provisions including severability, entire agreement, and notices