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Member Managed LLC Operating Agreement

Member Managed LLC Operating Agreement Template for New Zealand

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Key Requirements PROMPT example:

Member Managed LLC Operating Agreement

"I need a Member Managed LLC Operating Agreement for a technology startup with three equal partners, incorporating specific provisions for intellectual property protection and a first right of refusal mechanism for any future share transfers, to be effective from March 2025."

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Document background
The Member Managed LLC Operating Agreement serves as the primary governing document for Limited Liability Companies in New Zealand where the members themselves, rather than appointed managers, handle day-to-day operations. This document becomes essential when establishing a new LLC or converting an existing business structure to an LLC, particularly when multiple members are involved. It details crucial aspects such as ownership percentages, voting rights, capital contributions, profit distribution, and management responsibilities. The agreement must comply with New Zealand's Limited Liability Companies Act 1996 and related legislation while providing flexibility for business growth and change. It's particularly important for small to medium-sized businesses where owners want to maintain direct control over operations while enjoying liability protection and tax benefits offered by the LLC structure.
Suggested Sections

1. Parties: Identifies all current members of the LLC who are entering into this agreement

2. Background: Sets out the context of the agreement, including the LLC's formation and purpose

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Formation and Name: Details of LLC registration, business name, and registered office

5. Purpose and Powers: Describes the LLC's business purpose and scope of authorized activities

6. Members and Capital Contributions: Lists initial members, their capital contributions, and ownership percentages

7. Management and Voting: Establishes member-management structure, voting rights, and decision-making processes

8. Meetings and Resolutions: Procedures for member meetings, voting, and written resolutions

9. Financial Affairs: Covers accounting, banking, distributions, and profit/loss allocation

10. Transfer of Membership Interests: Rules for transferring ownership interests and admission of new members

11. Withdrawal and Dissolution: Procedures for member withdrawal and LLC dissolution

12. Confidentiality: Obligations regarding confidential information and trade secrets

13. Dispute Resolution: Process for resolving disputes between members

14. General Provisions: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Tax Matters: Detailed tax provisions when complex tax arrangements are needed or when operating internationally

2. Intellectual Property: Required when the LLC owns or develops significant IP assets

3. Employment of Members: Needed when members will be employed by the LLC

4. Competition and Non-Solicitation: Include when protecting against member competition is important

5. Insurance: Detailed insurance requirements for high-risk businesses

6. Advisory Board: When the LLC wants to establish a non-member advisory board

7. Borrowing and Security: Required when the LLC plans to take on significant debt or provide security

8. Compliance and Regulatory: For businesses in regulated industries requiring specific compliance measures

Suggested Schedules

1. Schedule 1 - Member Details: Details of all members including contact information and initial capital contributions

2. Schedule 2 - Capital Contributions: Detailed breakdown of each member's capital contributions, including valuations of non-cash contributions

3. Schedule 3 - Ownership Percentages: Current ownership percentages and voting rights of all members

4. Schedule 4 - Business Plan: Initial business plan and strategic objectives

5. Schedule 5 - Approved Signatories: List of members authorized to sign various documents on behalf of the LLC

6. Appendix A - Deed of Accession: Template document for admitting new members

7. Appendix B - Meeting Procedures: Detailed procedures for conducting member meetings

8. Appendix C - Valuation Methods: Agreed methods for valuing membership interests

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions
Clauses






























Relevant Industries

Professional Services

Technology

Retail

Manufacturing

Construction

Healthcare

Hospitality

Real Estate

Consulting

Agriculture

Entertainment

Education

Financial Services

Transport and Logistics

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Operations

Administrative

Company Secretariat

Business Development

Relevant Roles

Business Owner

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Business Development Manager

Chief Executive Officer

Chief Financial Officer

Compliance Officer

Risk Manager

Company Founder

Partner

Board Member

Operations Manager

Financial Controller

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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