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Manager Managed LLC Operating Agreement for the United Kingdom

Manager Managed LLC Operating Agreement Template for England and Wales

A Manager-Managed LLC Operating Agreement is a foundational document that establishes the governance structure and operational framework for a Limited Liability Company where designated managers, rather than members, handle day-to-day operations. While LLCs are not native to England and Wales, this agreement adapts LLC principles to comply with UK company law, particularly useful for foreign LLCs operating in the UK or entities seeking a similar structure under UK law.

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Manager Managed LLC Operating Agreement

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What is a Manager Managed LLC Operating Agreement?

The Manager Managed LLC Operating Agreement serves as the primary governing document for Limited Liability Companies choosing to operate under a professional management structure. This agreement is particularly relevant for businesses expanding into or operating within England and Wales, though it requires careful adaptation to align with UK company law as LLCs are not a native UK business structure. The document outlines management responsibilities, capital contributions, profit distribution, voting rights, and transfer restrictions, while ensuring compliance with both LLC principles and UK regulatory requirements. It's essential for establishing clear governance structures and protecting member interests while enabling professional management oversight.

What sections should be included in a Manager Managed LLC Operating Agreement?

1. Parties: Identification of all members and managers

2. Background: Context and purpose of the LLC formation

3. Definitions: Key terms used throughout the agreement

4. Company Formation: Details of LLC establishment and purpose

5. Management Structure: Manager roles, responsibilities, and authority

6. Capital Contributions: Initial and additional capital requirements

7. Profit and Loss Distribution: Allocation of profits and losses

8. Voting Rights: Decision-making procedures and voting thresholds

9. Transfer of Interests: Rules for transferring membership interests

10. Dissolution: Procedures for company dissolution

What sections are optional to include in a Manager Managed LLC Operating Agreement?

1. Tax Provisions: Specific tax treatment preferences and arrangements for the LLC

2. International Operations: Rules and procedures for conducting business across multiple jurisdictions

3. Intellectual Property: Provisions governing IP ownership, licensing, and protection

4. Non-Compete Provisions: Restrictions on competitive activities and protection of business interests

What schedules should be included in a Manager Managed LLC Operating Agreement?

1. Schedule of Members: List of all members and their capital contributions

2. Schedule of Managers: List of appointed managers and their roles

3. Initial Business Plan: Initial operating strategy and objectives

4. Voting Procedures: Detailed voting mechanisms and requirements

5. Financial Procedures: Detailed accounting and financial management procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Document Type

Operating Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions



































Clauses



































Industries

Companies Act 2006: Primary legislation governing company operations in the UK, covering core company law principles, directors' duties and responsibilities, and corporate governance requirements

Limited Liability Partnerships Act 2000: Key legislation governing LLP structures in the UK, including partnership structure principles, member relationships, and management framework

Partnership Act 1890: Foundational legislation establishing basic partnership principles that may be relevant to management structures

Financial Services and Markets Act 2000: Regulatory framework for financial services and regulated activities in the UK

Business Protection from Misleading Marketing Regulations 2008: Legislation governing business communications and marketing representations

Data Protection Act 2018 and UK GDPR: Legal framework for handling and protecting personal data in the UK post-Brexit

Employment Rights Act 1996: Legislation governing employment relationships and rights, relevant if managers have employment status

Corporate Insolvency and Governance Act 2020: Recent legislation providing framework for corporate insolvency and governance matters

Money Laundering Regulations 2017: Regulatory requirements for preventing money laundering and ensuring compliance in business operations

Small Business, Enterprise and Employment Act 2015: Legislation containing various corporate governance provisions affecting small businesses and enterprises

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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