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Manager Managed LLC Operating Agreement
"I need a Manager Managed LLC Operating Agreement for my Philippine tech startup that will have three professional managers and foreign investors from Singapore, with specific provisions for intellectual property protection and future funding rounds planned for March 2025."
1. Parties: Identifies the Members and Managers who are party to the Operating Agreement
2. Background: Sets forth the context and purpose for forming the LLC and entering into the Operating Agreement
3. Definitions: Defines key terms used throughout the Operating Agreement
4. Formation and Name: Details of LLC formation, registered name, and filing requirements under Philippine law
5. Principal Office and Registered Agent: Specifies the LLC's official address and registered agent details
6. Purpose and Powers: States the LLC's business purpose and enumerated powers
7. Term: Duration of the LLC and conditions for dissolution
8. Capital Contributions: Details initial and additional capital contributions by members
9. Membership Interests: Defines ownership percentages and classes of membership interests
10. Management Structure: Establishes manager-managed structure and scope of authority
11. Duties and Powers of Managers: Detailed responsibilities and authority of managers
12. Meetings and Voting: Procedures for manager and member meetings and voting requirements
13. Allocations and Distributions: Rules for profit/loss allocation and distribution policies
14. Transfer Restrictions: Limitations on transfer of membership interests
15. Books and Records: Requirements for maintaining LLC records and member access rights
16. Dissolution and Liquidation: Procedures for LLC dissolution and asset distribution
17. Governing Law: Specifies Philippine law as governing law and jurisdiction
18. Miscellaneous Provisions: Standard clauses including amendments, notices, and severability
1. Tax Matters: Detailed tax provisions and appointment of tax representative - include if LLC has complex tax considerations
2. Buy-Sell Provisions: Detailed procedures for buying/selling membership interests - include if members want specific exit mechanisms
3. Intellectual Property Rights: IP ownership and protection provisions - include if LLC will develop or use significant IP
4. Non-Competition and Confidentiality: Restrictions on competitive activities and information protection - include if business has sensitive information or competitive concerns
5. Foreign Investment Provisions: Special provisions for foreign investors - include if LLC has foreign members
6. Special Purpose Vehicle Provisions: Additional provisions for SPV status - include if LLC is formed as an SPV
7. Banking and Financing: Special provisions for banking operations - include if LLC will engage in significant financing activities
1. Schedule A - Member Information: Details of all members including contact information and initial capital contributions
2. Schedule B - Manager Information: Details of appointed managers including contact information and compensation
3. Schedule C - Capital Contributions: Detailed breakdown of initial and subsequent capital contributions
4. Schedule D - Membership Interests: Complete breakdown of membership interests and classes
5. Schedule E - Special Tax Provisions: Specific tax elections and procedures
6. Appendix 1 - Initial Business Plan: Initial business plan and projections
7. Appendix 2 - Management Policies: Detailed management policies and procedures
8. Appendix 3 - Forms: Standard forms for transfers, notices, and other routine matters
Authors
Technology
Real Estate
Manufacturing
Professional Services
Retail
Construction
Healthcare
Hospitality
Financial Services
Agriculture
Import/Export
Consulting
Entertainment
Legal
Corporate Governance
Executive Leadership
Operations
Finance
Compliance
Administrative
Corporate Secretariat
Business Development
Investment
CEO
Managing Director
General Manager
Operations Manager
Legal Counsel
Corporate Secretary
Business Development Manager
Chief Financial Officer
Investment Manager
Compliance Officer
Board Member
Company Director
Managing Partner
Chief Operating Officer
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