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LLC Capital Contribution Agreement
"I need an LLC Capital Contribution Agreement for my tech startup in Manila, where a new member will contribute PHP 5 million in cash by March 2025 in exchange for a 20% ownership stake in the company."
1. Parties: Identifies the LLC, the contributing member(s), and any other relevant parties to the agreement
2. Background: Provides context for the agreement, including the LLC's formation status and the purpose of the capital contribution
3. Definitions: Defines key terms used throughout the agreement
4. Capital Contribution Details: Specifies the exact nature, value, and form of the capital contribution (cash, property, services, etc.)
5. Timing and Method of Contribution: Sets forth the schedule and procedure for making the capital contribution
6. Ownership Interest: Details the ownership interest or units to be received in exchange for the contribution
7. Representations and Warranties: States the parties' assertions regarding their authority, the contribution's value, and other material facts
8. Conditions Precedent: Lists any conditions that must be met before the contribution becomes effective
9. Tax Matters: Addresses tax implications and responsibilities related to the contribution
10. Governing Law and Jurisdiction: Specifies that Philippine law governs and establishes jurisdiction for disputes
11. Miscellaneous: Contains standard provisions such as amendments, notices, and severability
1. Valuation Process: Used when the contribution involves non-cash assets requiring formal valuation
2. Foreign Investment Provisions: Required when the contributing member is a foreign entity or individual
3. Intellectual Property Rights: Included when the contribution involves intellectual property
4. Security Interest: Used when the LLC provides security for future capital contributions
5. Anti-dilution Protection: Included when protecting against future dilution is negotiated
6. Regulatory Compliance: Added when the contribution requires specific regulatory approvals
7. Member Approval Process: Included when existing members need to approve the contribution
1. Schedule A - Description of Capital Contribution: Detailed description of the assets, property, or services being contributed
2. Schedule B - Contribution Timeline: Detailed schedule of when and how contributions will be made if in installments
3. Schedule C - Ownership Structure: Pre and post-contribution ownership structure of the LLC
4. Schedule D - Valuation Report: Independent valuation report for non-cash contributions
5. Appendix 1 - Required Corporate Approvals: Copies of board resolutions, member approvals, or other corporate authorizations
6. Appendix 2 - Due Diligence Documents: Supporting documentation for contributed assets or property
7. Appendix 3 - Regulatory Filings: Copies of any required regulatory filings or approvals
Authors
Technology
Real Estate
Manufacturing
Professional Services
Retail
Financial Services
Healthcare
Construction
Agriculture
Energy
Mining
Transportation
Telecommunications
Education
Hospitality
Legal
Finance
Corporate Secretariat
Compliance
Tax
Risk Management
Corporate Governance
Treasury
Business Development
Investment
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Finance Director
Investment Manager
Business Development Manager
Corporate Attorney
Compliance Officer
Board Member
Managing Director
Company Director
Financial Controller
Tax Manager
Risk Manager
Corporate Governance Officer
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