50 50 LLC Operating Agreement - England and Wales

50 50 LLC Operating Agreement for the United Kingdom

50 50 LLC Operating Agreement Template for England and Wales

This agreement governs the operation of a business with two equal partners under England and Wales law. While structured as a 50/50 partnership agreement, it's important to note that the LLC structure is not native to UK law, and the document would typically be adapted for either a Limited Liability Partnership (LLP) or Private Limited Company (Ltd). The agreement sets out capital contributions, profit sharing, management responsibilities, decision-making processes, and dispute resolution mechanisms for equal partners.

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What is a 50 50 LLC Operating Agreement?

A 50/50 LLC Operating Agreement is essential when two parties wish to establish an equal partnership business structure. While the LLC format is more common in the US, this agreement adapts the principles for use under England and Wales law, typically as an LLP or Ltd. The document outlines crucial aspects including initial investments, profit distribution, management rights, decision-making processes, and deadlock resolution mechanisms. It's particularly important for protecting both parties' interests in equal ownership situations and providing clear governance structures.

What sections should be included in a 50 50 LLC Operating Agreement?

1. Parties: Identification and details of the members/shareholders

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Business Purpose: Scope and objectives of the business

5. Capital Contributions: Initial and ongoing financial commitments

6. Profit and Loss Sharing: Distribution of profits and allocation of losses

7. Management Structure: Decision-making processes and authority

8. Transfer of Interests: Rules for transferring ownership stakes

9. Dissolution: Process for winding up the business

What sections are optional to include in a 50 50 LLC Operating Agreement?

1. Non-Compete Provisions: Restrictions on competitive activities - used when protecting business interests from member competition

2. Intellectual Property Rights: Ownership and use of IP - included when IP is significant to the business

3. Deadlock Resolution: Procedures for resolving equal partner disputes - particularly important for 50/50 arrangements

4. Additional Capital Calls: Process for requesting additional funding - included when future capital needs are anticipated

What schedules should be included in a 50 50 LLC Operating Agreement?

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

2. Business Plan: Initial business strategy and projections

3. Members' Details Schedule: Complete contact information and shareholding details

4. Deed of Adherence: Template for new members joining

5. Reserved Matters Schedule: List of decisions requiring unanimous consent

Authors

Alex Denne

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

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Standard LLC Agreement

An England & Wales legal document outlining the operational framework for a limited liability company.

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What is a 50 50 LLC Operating Agreement?

What sections should be included in a 50 50 LLC Operating Agreement?

What sections are optional to include in a 50 50 LLC Operating Agreement?

What schedules should be included in a 50 50 LLC Operating Agreement?

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