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LLP Operating Agreement
"I need an LLP Operating Agreement for a technology consulting firm based in Manila with three equal partners, where we'll all be actively involved in management and want to include specific provisions for intellectual property protection and profit sharing starting from March 2025."
1. Parties: Identification of all partners forming the LLP, including their full legal names and addresses
2. Background: Context of the LLP formation and partners' intention to operate under this agreement
3. Definitions: Key terms used throughout the agreement and their specific meanings
4. Formation and Name: Details of LLP establishment, business name, and registration information
5. Purpose and Business: Defined scope of LLP's business activities and objectives
6. Term and Dissolution: Duration of the LLP and circumstances for dissolution
7. Capital Contributions: Initial and subsequent capital contributions by partners
8. Profit and Loss Distribution: Method of allocating profits and losses among partners
9. Management Structure: Governance framework and management responsibilities
10. Partner Rights and Obligations: Detailed rights, duties, and responsibilities of all partners
11. Meetings and Voting: Procedures for partner meetings and voting mechanisms
12. Books and Records: Requirements for maintaining financial records and partnership documents
13. Transfer of Partnership Interests: Rules governing the transfer of ownership interests
14. Withdrawal and Retirement: Procedures for partner withdrawal and retirement
15. Dispute Resolution: Process for resolving conflicts between partners
16. Governing Law: Specification of Philippine law as governing law
17. Amendment Procedure: Process for modifying the agreement
1. Non-Competition: Restrictions on partners competing with the LLP's business - include when partners may have competing interests
2. Intellectual Property Rights: Ownership and management of IP - include when LLP's business involves significant IP
3. Insurance: Requirements for business insurance - include for high-risk businesses
4. Foreign Investment Provisions: Special provisions for foreign partners - include when there are non-Filipino partners
5. Special Voting Rights: Different voting rights for different classes of partners - include when partnership has tiered structure
6. Succession Planning: Procedures for succession of partnership interests - include when partners want specific succession arrangements
7. Environmental Compliance: Environmental obligations - include for businesses with environmental impact
1. Schedule A - Partner Details: Detailed information about each partner including contact information and initial capital contributions
2. Schedule B - Initial Capital Contributions: Itemized list of all initial capital contributions, including valuations of non-cash contributions
3. Schedule C - Business Plan: Initial business plan and strategic objectives of the LLP
4. Schedule D - Management Structure: Detailed organizational chart and management responsibilities
5. Schedule E - Profit Sharing Ratios: Detailed breakdown of profit and loss allocation formulas
6. Appendix 1 - SEC Registration Documents: Copies of all registration documents filed with SEC
7. Appendix 2 - Partner Resolutions: Initial partner resolutions and key decisions
8. Appendix 3 - Compliance Checklist: Checklist of regulatory requirements and compliance obligations
Authors
Applicable Law
Articles of Partnership
Business Day
Business Plan
Capital Account
Capital Contribution
Cause
Confidential Information
Default
Defaulting Partner
Distributable Cash
Effective Date
Encumbrance
Financial Year
Fiscal Year
Governing Body
Initial Capital Contribution
Intellectual Property Rights
Limited Liability Partnership
LLP
Managing Partner
Material Breach
Net Income
Net Loss
Non-Defaulting Partner
Operating Expenses
Partner
Partnership Interest
Partnership Property
Percentage Interest
Person
Philippine Peso
Profit and Loss
Quarter
Registered Office
Related Party
SEC
Securities and Exchange Commission
Service
Super Majority Vote
Tax
Term
Territory
Third Party
Transfer
Unanimous Consent
Valuation
Voting Rights
Winding Up
Partnership Name and Registered Office
Purpose and Scope
Term and Duration
Capital Contributions
Additional Capital Contributions
Capital Accounts
Profit and Loss Distribution
Management Rights
Voting Rights
Partner Meetings
Partnership Interests
Transfer Restrictions
Admission of New Partners
Withdrawal of Partners
Removal of Partners
Death or Incapacity
Confidentiality
Non-Competition
Intellectual Property
Financial Records
Bank Accounts
Tax Matters
Representations and Warranties
Indemnification
Insurance
Dispute Resolution
Governing Law
Force Majeure
Notices
Amendment Procedures
Dissolution and Liquidation
Compliance with Laws
Anti-Money Laundering
Partner Obligations
Decision Making
Books and Records
Valuation
Deadlock Resolution
Assignment
Entire Agreement
Professional Services
Information Technology
Management Consulting
Real Estate
Healthcare Services
Engineering Services
Financial Services
Educational Services
Architecture
Environmental Consulting
Media and Communications
Trading and Distribution
Legal
Finance
Compliance
Corporate Governance
Operations
Risk Management
Partner Relations
Strategic Planning
Business Development
Administrative
Managing Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Compliance Officer
Business Development Director
Partnership Manager
Operations Director
Risk Manager
Finance Director
Managing Director
Partner Relations Manager
Strategic Planning Director
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