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LLC Ownership Percentage Agreement
"I need an LLC Ownership Percentage Agreement for our Philippine tech startup that will accommodate three local founders (60% total ownership) and a Singapore-based venture capital firm (40% ownership), with special provisions for future funding rounds planned for March 2025."
1. Parties: Identification of all LLC members/owners with their complete details and citizenship
2. Background: Context of the agreement formation and brief description of the LLC's business
3. Definitions: Definitions of key terms used throughout the agreement
4. Ownership Structure: Detailed breakdown of ownership percentages and corresponding capital contributions
5. Rights and Obligations: Fundamental rights and obligations of members based on their ownership percentages
6. Voting Rights: Voting power allocation and decision-making thresholds
7. Profit and Loss Distribution: Formula and method for distributing profits and losses among members
8. Transfer Restrictions: Limitations and procedures for transferring ownership interests
9. Management Rights: Management participation rights based on ownership percentages
10. Meetings and Resolutions: Procedures for member meetings and passing resolutions
11. Term and Termination: Duration of the agreement and conditions for termination
12. Governing Law: Specification of Philippine law as governing law and jurisdiction
13. Dispute Resolution: Procedures for resolving disputes between members
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Foreign Ownership Provisions: Special provisions required when foreign members are involved, ensuring compliance with Philippine foreign ownership restrictions
2. Tag-Along Rights: Rights of minority members to join in the sale of ownership interests by majority members
3. Drag-Along Rights: Rights of majority members to force minority members to join in the sale of the company
4. Anti-Dilution Protection: Provisions protecting members from ownership dilution in future capital raises
5. Right of First Refusal: Procedure giving existing members priority in purchasing available ownership interests
6. Deadlock Resolution: Special procedures for resolving management deadlocks
7. Put and Call Options: Rights to force purchase or sale of ownership interests under specific circumstances
8. Special Voting Arrangements: Any specific voting arrangements for particular decisions or circumstances
1. Schedule A - Initial Ownership Structure: Detailed table showing initial ownership percentages and capital contributions of each member
2. Schedule B - Valuation Methodology: Agreed method for valuing ownership interests for future transfers or buyouts
3. Schedule C - Transfer Procedures: Detailed procedures and forms for executing ownership transfers
4. Schedule D - Voting Thresholds: List of decisions requiring different voting thresholds
5. Schedule E - Member Details: Complete information about each member including contact details and representatives
6. Appendix 1 - Corporation Documents: Copies of relevant corporate documents including SEC registration and licenses
7. Appendix 2 - Specimen Signature Cards: Authorized signatures of all members and their representatives
8. Appendix 3 - Required Forms: Standard forms for various procedures under the agreement (transfer notices, voting proxies, etc.)
Authors
Articles of Incorporation
Board of Directors
Business Day
By-laws
Capital Account
Capital Contribution
Certificate of Incorporation
Company
Confidential Information
Default Event
Distributable Profits
Encumbrance
Fair Market Value
Financial Year
Initial Capital Contribution
LLC
Management Rights
Member
Membership Interest
Ownership Percentage
Parties
Philippine Peso
Profit Share
Qualified Transfer
Remaining Members
Reserved Matters
SEC
Share Transfer
Special Resolution
Supermajority Vote
Tag-Along Rights
Transfer Notice
Transferee
Transferor
Valuation Date
Voting Rights
Capital Contributions
Voting Rights
Management Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Right of First Refusal
Pre-emptive Rights
Profit Distribution
Loss Allocation
Board Representation
Reserved Matters
Meeting Procedures
Quorum Requirements
Confidentiality
Non-Competition
Non-Solicitation
Share Valuation
Exit Rights
Default
Remedies
Foreign Ownership Compliance
Anti-Dilution Protection
Information Rights
Dispute Resolution
Governing Law
Termination
Force Majeure
Assignment
Notices
Amendments
Severability
Entire Agreement
Counterparts
Technology
Manufacturing
Real Estate
Professional Services
Retail
Financial Services
Healthcare
Construction
Hospitality
E-commerce
Consulting
Agriculture
Transportation
Energy
Legal
Corporate Secretariat
Finance
Compliance
Executive Leadership
Risk Management
Corporate Governance
Business Development
Investment
Board Secretariat
CEO
Managing Director
Corporate Lawyer
Legal Counsel
Company Secretary
Chief Financial Officer
Business Development Director
Compliance Officer
Board Member
Corporate Governance Officer
Investment Manager
Finance Director
General Counsel
Managing Partner
Risk Management Officer
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