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Limited Liability Operating Agreement

Limited Liability Operating Agreement Template for Singapore

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Key Requirements PROMPT example:

Limited Liability Operating Agreement

"I need a Limited Liability Operating Agreement for a new technology consulting LLP in Singapore with tHRee partners, where two partners will contribute equal capital of SGD 500,000 each, and the third partner will primarily contribute expertise and manage operations with a smaller capital contribution."

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What is a Limited Liability Operating Agreement?

The Limited Liability Operating Agreement is essential when establishing an LLP in Singapore, providing the framework for partner relationships and business operations. This document is crucial for businesses seeking to combine partnership flexibility with limited liability protection under Singapore law. It details capital contributions, profit distribution, management structure, partner rights and obligations, and dissolution procedures. The agreement must comply with Singapore's Limited Liability Partnerships Act 2005 and ACRA requirements, making it suitable for professional services, trading companies, and various other business ventures requiring multiple partners with defined roles and responsibilities.

What sections should be included in a Limited Liability Operating Agreement?

1. Parties: Identification and details of all partners/members

2. Background: Context and purpose of establishing the LLP

3. Definitions: Key terms used tHRoughout the agreement

4. Formation and Name: Details of LLP establishment and business name

5. Capital Contributions: Initial and ongoing capital requirements

6. Profit and Loss Distribution: Method of allocating profits and losses

7. Management Structure: Governance and decision-making processes

8. Partners' Rights and Obligations: Core responsibilities and entitlements

9. Meetings and Voting: Procedures for partner meetings and voting

10. Dissolution and Termination: Process for winding up the LLP

What sections are optional to include in a Limited Liability Operating Agreement?

1. Non-Competition: Restrictions on competitive activities - include when partners may have competing interests

2. Intellectual Property Rights: IP ownership and usage rights - include when LLP creates or uses significant IP

3. International Operations: Rules for foreign operations - include when operating across borders

4. Insurance Requirements: MaNDAtory insurance coverage - include for high-risk industries

What schedules should be included in a Limited Liability Operating Agreement?

1. Schedule 1: Initial Capital Contributions: Detailed breakdown of partners' initial investments

2. Schedule 2: Profit Sharing Ratios: Specific percentages for profit distribution

3. Schedule 3: Management Structure: Detailed organizational chart and responsibilities

4. Appendix A: Partner Information: Detailed partner information and contact details

5. Appendix B: Business Plan: Initial business plan and objectives

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

alex.den.21@genieai.co
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Industries

Limited Liability Partnerships Act 2005: Primary legislation governing the formation, registration, and regulation of LLPs in Singapore. Sets out basic statutory requirements for LLP structures.

Companies Act (Chapter 50): While primarily focused on companies, contains relevant principles that may be applicable to LLP structures and operations.

Partnership Act (Chapter 391): Contains fundamental partnership principles that may apply to LLPs in Singapore.

ACRA Requirements: Accounting and Corporate Regulatory Authority requirements for registration, compliance, and filing obligations for LLPs.

Income Tax Act: Legislation governing the tax treatment of LLPs and partner taxation requirements in Singapore.

Contract Law: Common law principles governing contract formation, rights, and obligations of parties in Singapore.

Employment Act: Legislation governing employment relationships if the LLP will have employees.

Personal Data Protection Act 2012: Legislation governing the collection, use, and disclosure of personal data by organizations in Singapore.

Competition Act: Legislation ensuring compliance with competition laws and fair business practices in Singapore.

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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