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Sole Member LLC Operating Agreement

Sole Member LLC Operating Agreement Template for Philippines

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Key Requirements PROMPT example:

Sole Member LLC Operating Agreement

"I need a Sole Member LLC Operating Agreement for my new online retail business in Manila, with standard provisions for e-commerce operations and future expansion plans, to be effective from January 2025."

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Document background
A Sole Member LLC Operating Agreement is essential for entrepreneurs establishing a single-member Limited Liability Company in the Philippines. This document is typically used when an individual or entity wants to form an LLC while remaining the sole owner, providing protection of personal assets while maintaining operational control. The agreement must comply with the Revised Corporation Code of the Philippines and related regulations, including provisions for corporate governance, capital requirements, and reporting obligations. It serves as the foundational document that outlines company management, financial arrangements, dissolution procedures, and succession planning, while establishing clear boundaries between personal and business assets.
Suggested Sections

1. Parties: Identifies the Sole Member and the LLC as parties to the agreement

2. Background: Outlines the context and purpose for establishing the LLC

3. Definitions: Defines key terms used throughout the agreement

4. Formation: Details of LLC formation, including name, registered office, and purpose

5. Capital Contributions: Specifies initial and any additional capital contributions by the sole member

6. Membership Interest: Describes the nature and extent of the sole member's ownership interest

7. Management: Outlines management structure and decision-making processes

8. Distributions: Details how and when distributions will be made to the sole member

9. Tax Matters: Addresses tax treatment and related responsibilities

10. Books and Records: Requirements for maintaining company records and financial statements

11. Dissolution and Liquidation: Procedures for dissolving the LLC and distributing assets

12. Governing Law: Specifies Philippine law as governing law and jurisdiction

13. Amendment: Process for modifying the operating agreement

14. Execution: Signature block and execution details

Optional Sections

1. Succession Planning: Provisions for transfer of ownership upon death or incapacity of the sole member

2. Additional Members: Procedures for admitting additional members in the future

3. Intellectual Property: Provisions regarding ownership and protection of LLC's intellectual property

4. Confidentiality: Obligations regarding confidential information and trade secrets

5. Insurance: Requirements for maintaining business insurance coverage

6. Alternative Dispute Resolution: Procedures for resolving disputes through mediation or arbitration

7. Foreign Operations: Provisions for conducting business outside the Philippines

Suggested Schedules

1. Schedule A - Initial Capital Contribution: Detailed list of initial capital contributions including valuations

2. Schedule B - Company Assets: Comprehensive inventory of LLC's assets

3. Schedule C - Management Procedures: Detailed operational procedures and policies

4. Appendix 1 - Certificate of Formation: Copy of official formation documents filed with authorities

5. Appendix 2 - Business Plan: Initial business plan and strategic objectives

6. Appendix 3 - Required Governmental Filings: List of necessary governmental registrations and permits

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 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

Retail

Professional Services

Real Estate

Technology

Manufacturing

E-commerce

Consulting

Food and Beverage

Healthcare

Education

Agriculture

Import/Export

Construction

Digital Services

Relevant Teams

Legal

Corporate Governance

Finance

Compliance

Executive Leadership

Risk Management

Tax

Operations

Company Secretariat

Relevant Roles

Business Owner

Entrepreneur

CEO

Managing Director

Corporate Lawyer

Legal Counsel

Company Secretary

Chief Financial Officer

Business Development Manager

Operations Manager

Compliance Officer

Tax Consultant

Financial Controller

Risk Manager

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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