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Manager Managed LLC Operating Agreement Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
The Manager Managed LLC Operating Agreement is a crucial document for businesses operating as Limited Liability Companies in the Philippines who choose to delegate management authority to specific individuals rather than having all members participate in day-to-day operations. This document becomes necessary when establishing or converting to a manager-managed LLC structure, particularly in situations where members prefer to act as passive investors while professional managers handle operations. The agreement must comply with the Revised Corporation Code of the Philippines and typically includes detailed provisions for management authority, capital structures, voting rights, profit distribution, and transfer restrictions. It's particularly relevant for businesses with passive investors or those requiring professional management expertise, and provides essential protection for both members and managers while establishing clear operational guidelines.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions
























































Clauses














































Relevant Industries

Technology

Real Estate

Manufacturing

Professional Services

Retail

Construction

Healthcare

Hospitality

Financial Services

Agriculture

Import/Export

Consulting

Entertainment

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Operations

Finance

Compliance

Administrative

Corporate Secretariat

Business Development

Investment

Relevant Roles

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

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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