1. Parties: Identifies all members and managers of the LLC who are party to the agreement
2. Background: Sets out the context of the agreement, including the purpose of forming the LLC and basic company information
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Formation and Name: Details of LLC formation, registered name, and registration requirements under CAMA 2020
5. Purpose and Powers: States the business purpose and powers of the LLC
6. Principal Place of Business: Specifies the registered office and principal place of business
7. Term: Duration of the LLC and conditions for dissolution
8. Capital Contributions: Details initial and additional capital contributions, valuation methods, and capital accounts
9. Membership Interests: Defines ownership percentages and classes of membership interests
10. Management Structure: Outlines the manager-managed structure, appointment process, and scope of authority
11. Duties and Powers of Managers: Specifies managers' responsibilities, decision-making authority, and limitations
12. Members' Rights and Obligations: Details members' voting rights, meetings, and obligations
13. Meetings and Voting: Procedures for member and manager meetings, voting requirements, and quorum
14. Distributions and Allocations: Rules for profit distribution, loss allocation, and tax distributions
15. Transfer Restrictions: Limitations on transfer of membership interests and right of first refusal
16. Books and Records: Requirements for maintaining company records and member access rights
17. Dissolution and Liquidation: Procedures for winding up the LLC and asset distribution
18. Confidentiality: Provisions protecting company confidential information
19. Dispute Resolution: Procedures for resolving disputes between members and/or managers
20. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
