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Manager Managed LLC Operating Agreement Template for Canada

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Key Requirements PROMPT example:

Manager Managed LLC Operating Agreement

"I need a Manager Managed LLC Operating Agreement for our family-owned construction business that's transitioning to professional management in March 2025, with specific provisions for maintaining family ownership while delegating day-to-day operations to three external managers."

Document background
The Manager Managed LLC Operating Agreement, while based on LLC principles common in other jurisdictions, is adapted for use within the Canadian legal framework where LLCs don't formally exist. This document is essential when business owners want to establish a clear separation between ownership and management, particularly in medium to large enterprises or when professional management is desired. It details the appointment and authority of managers, member rights, capital structures, and operational procedures while ensuring compliance with Canadian federal and provincial regulations. The agreement is particularly useful for businesses transitioning from owner-operated to professional management structures, or for new ventures seeking to establish clear governance frameworks from inception.
Suggested Sections

1. Parties: Identification of all members and managers who are party to the agreement

2. Background: Context of the agreement formation and business purpose

3. Definitions: Key terms used throughout the agreement

4. Formation and Name: Details of business formation, registered name, and principal place of business

5. Purpose and Powers: Business purpose and scope of permitted activities

6. Management Structure: Appointment of managers, their powers, duties, and limitations

7. Members' Rights and Obligations: Rights, responsibilities, and obligations of members

8. Capital Contributions: Initial and additional capital contribution requirements and procedures

9. Allocations and Distributions: Profit/loss allocation and distribution procedures

10. Voting Rights: Voting procedures and rights for both members and managers

11. Meetings: Procedures for member and manager meetings

12. Transfer Restrictions: Limitations on transfer of membership interests

13. Withdrawal and Dissolution: Procedures for member withdrawal and company dissolution

14. Books and Records: Requirements for maintaining company records and member access

15. Amendments: Procedures for amending the operating agreement

16. General Provisions: Standard legal provisions including governing law, notices, and severability

Optional Sections

1. Buy-Sell Provisions: Detailed procedures for buying out members' interests in specific circumstances

2. Competitive Restrictions: Non-compete and non-solicitation provisions for members and managers

3. Intellectual Property: Ownership and protection of company intellectual property

4. Tax Matters: Specific tax elections and procedures if special tax treatment is desired

5. Insurance Requirements: Mandatory insurance coverage for the company and managers

6. Dispute Resolution: Alternative dispute resolution procedures like mediation or arbitration

7. Family Members and Succession: Special provisions for family-owned businesses and succession planning

8. International Operations: Additional provisions for companies operating across borders

Suggested Schedules

1. Schedule A - Initial Members and Capital Contributions: List of members and their initial capital contributions

2. Schedule B - Manager Information: Detailed information about appointed managers and their specific duties

3. Schedule C - Percentage Interests: Current ownership percentages of all members

4. Schedule D - Approved Officers: List of approved officers and their roles if applicable

5. Schedule E - Business Plan: Initial business plan and operational guidelines

6. Appendix 1 - Consent Resolutions: Template for written consent resolutions

7. Appendix 2 - Meeting Procedures: Detailed procedures for conducting meetings

8. Appendix 3 - Transfer Notice Form: Standard form for notifying transfer of membership interests

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions











































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Relevant Industries

Professional Services

Technology

Real Estate

Manufacturing

Retail

Consulting

Healthcare

Construction

Hospitality

Financial Services

Media and Entertainment

Agriculture

Transportation and Logistics

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Operations

Compliance

Risk Management

Administrative

Corporate Secretariat

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

General Counsel

Corporate Secretary

Business Owner

Managing Partner

Board Member

Operations Manager

Compliance Officer

Legal Counsel

Finance Director

Company Director

Executive Manager

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

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