Member Managed Operating Agreement Template for Philippines

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Key Requirements PROMPT example:

Member Managed Operating Agreement

"I need a Member Managed Operating Agreement for a technology startup in Manila with three founding members, where we want to include specific provisions for intellectual property protection and potential foreign investment by March 2025."

Document background
This Member Managed Operating Agreement is essential for businesses establishing a Limited Liability Company in the Philippines where the owners wish to maintain direct control over daily operations. The document is particularly crucial for small to medium-sized enterprises and closely-held businesses operating under Philippine jurisdiction. It should be used when forming a new LLC or updating the governance structure of an existing one, ensuring compliance with the Revised Corporation Code of the Philippines and related regulations. The agreement comprehensively covers membership rights, capital contributions, profit distribution, decision-making processes, and transfer restrictions, while providing flexibility for business growth and change. It serves as both a regulatory compliance document and a practical operational guide for member-managed businesses.
Suggested Sections

1. Parties: Identification of all initial members and the LLC entity

2. Background: Context of the agreement and purpose of the LLC formation

3. Definitions: Defined terms used throughout the agreement

4. Formation and Name: Details of company formation, registered name, and business purpose

5. Principal Place of Business: Official address and registered office details

6. Term: Duration of the LLC and conditions for dissolution

7. Capital Contributions: Initial and additional capital contribution requirements and procedures

8. Membership Interests: Allocation of ownership interests and voting rights

9. Management Structure: Member-management procedures, voting requirements, and decision-making processes

10. Meetings and Voting: Procedures for member meetings and voting protocols

11. Distributions: Rules for profit distribution and loss allocation

12. Books and Records: Requirements for maintaining company records and member access rights

13. Transfer Restrictions: Limitations on transferring membership interests

14. Withdrawal and Dissolution: Procedures for member withdrawal and company dissolution

15. Amendments: Process for modifying the operating agreement

16. Governing Law: Specification of Philippine law as governing law and jurisdiction

Optional Sections

1. Tax Matters: Specific tax elections and procedures if the LLC has complex tax requirements

2. Intellectual Property Rights: IP ownership and protection provisions if the LLC deals with intellectual property

3. Confidentiality: Detailed confidentiality obligations if the business involves sensitive information

4. Non-Compete Provisions: Restrictions on competitive activities if required for business protection

5. Foreign Investment Provisions: Special provisions if foreign members are involved, ensuring compliance with Philippine Foreign Investment laws

6. Dispute Resolution: Alternative dispute resolution procedures if members prefer arbitration or mediation

7. Insurance Requirements: Specific insurance obligations if the business nature requires certain coverage

8. Employee Management: Procedures for hiring and managing employees if the LLC will have employees

Suggested Schedules

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

2. Schedule B - Membership Interests: Current allocation of membership interests and voting rights

3. Schedule C - Valuation Methodology: Agreed methods for valuing membership interests

4. Schedule D - Approved Officers: List of appointed officers and their roles if applicable

5. Schedule E - Business Plan: Initial business plan and operational guidelines

6. Appendix 1 - Meeting Procedures: Detailed procedures for conducting member meetings

7. Appendix 2 - Financial Reporting Requirements: Specific requirements for financial statements and reports

8. Appendix 3 - Signature Pages: Execution pages for all members

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Real Estate

Professional Services

Retail

Manufacturing

Food and Beverage

Healthcare

Construction

Agriculture

Education

Financial Services

Entertainment

Consulting

Import/Export

Tourism

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Operations

Finance

Compliance

Risk Management

Corporate Secretariat

Business Development

Administrative

Relevant Roles

Business Owner

Managing Director

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Business Development Manager

Operations Manager

Compliance Officer

Chief Financial Officer

Company Director

Founding Partner

General Manager

Risk Manager

Corporate Governance Officer

Industries
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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