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Members Agreement For LLC
"I need a Members Agreement For LLC for my new tech startup in Singapore with tHRee founding members, where two members will contribute capital and one member will contribute technical expertise, and we need clear provisions for future funding rounds expected in March 2025."
1. Parties: Identification and details of all members entering the agreement
2. Background: Context and purpose of the LLC and member relationship
3. Definitions: Key terms used tHRoughout the agreement
4. Membership Rights and Obligations: Core rights and duties of members including voting rights and participation in management
5. Capital Contributions: Initial and ongoing capital requirements, including procedure for additional capital calls
6. Management Structure: Governance and decision-making framework, including voting tHResholds for different decisions
7. Profit and Loss Distribution: How profits and losses are allocated among members and distribution policy
8. Transfer of Interests: Rules and restrictions for transferring membership interests, including right of first refusal
9. Termination: Conditions and process for terminating membership and winding up the LLC
1. Non-Compete Provisions: Restrictions on competitive activities and confidentiality obligations
2. Intellectual Property Rights: IP ownership, usage rights, and development of new IP within the LLC
3. Tag-Along Rights: Rights of minority members to join in sale of majority interests
4. Drag-Along Rights: Rights of majority members to force minority members to join in sale
5. Deadlock Resolution: Procedures for resolving deadlocks in decision-making
1. Schedule 1 - Member Details: Complete information about each member including contact details and shareholding percentages
2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of each member's initial capital contribution
3. Schedule 3 - Business Plan: Initial business plan and objectives of the LLC
4. Schedule 4 - Valuation Methodology: Agreed method for valuing membership interests for transfers and exits
5. Schedule 5 - Reserved Matters: List of decisions requiring special majority or unanimous consent
Authors
Articles of Organization
Board
Business
Business Day
Capital Account
Capital Contribution
Company
Confidential Information
Default Event
Defaulting Member
Distributable Profits
Effective Date
Encumbrance
Fair Market Value
Financial Year
Initial Capital Contribution
Intellectual Property Rights
Law
LLC
Managing Member
Member
Membership Interest
Non-Managing Member
Officers
Percentage Interest
Person
Regulatory Authority
Related Party
SGD
Share
Singapore
Transfer
Unanimous Resolution
Valuation Date
Voting Rights
Membership Interests
Management and Control
Voting Rights
Meetings
Distributions and Allocations
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Financial Matters
Books and Records
Bank Accounts
Representations and Warranties
Additional Members
Withdrawal of Members
Dissolution and Liquidation
Dispute Resolution
Governing Law
Force Majeure
Amendments
Notices
Assignment
Severability
Entire Agreement
Termination
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