Limited Liability Company Contract Template for England and Wales

A Limited Liability Company Contract under English and Welsh law serves as the constitutional document of a company, setting out the fundamental rules governing the organization's operation, management, and relationship between shareholders. It defines share rights, decision-making processes, and corporate governance structures while ensuring compliance with the Companies Act 2006 and related legislation. This document forms the backbone of company operations and is legally binding on all shareholders and directors.

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What is a Limited Liability Company Contract?

The Limited Liability Company Contract is essential when establishing a new company or updating an existing company's governance structure in England and Wales. This document outlines crucial aspects such as share rights, voting procedures, board composition, and transfer restrictions. It must comply with the Companies Act 2006 and is typically filed with Companies House. The contract serves as a fundamental reference point for resolving disputes and guiding corporate decisions throughout the company's lifecycle.

What sections should be included in a Limited Liability Company Contract?

1. Company Name and Registration: Details of company name, registered office, and registration number

2. Definitions and Interpretation: Key terms and their meanings used throughout the document

3. Share Capital: Details of share classes, rights, and capital structure

4. Directors and Management: Powers, duties, and appointment/removal procedures

5. Shareholders' Rights and Obligations: Voting rights, dividend rights, and general meeting procedures

6. Transfer of Shares: Procedures and restrictions for share transfers

What sections are optional to include in a Limited Liability Company Contract?

1. Tag-Along Rights: Protection for minority shareholders, used in companies with significant shareholders

2. Drag-Along Rights: Majority shareholder rights, used in companies planning potential exit

3. Share Option Schemes: Include when company plans to offer employee share options

4. Preferred Rights: When different share classes with special rights exist

What schedules should be included in a Limited Liability Company Contract?

1. Initial Shareholders: List of founding shareholders and their shareholdings

2. Share Certificate Template: Standard form for share certificates

3. Board Resolution Templates: Standard forms for common board resolutions

4. Shareholder Resolution Templates: Standard forms for common shareholder resolutions

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Alex Denne

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

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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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Generate a Bespoke Document

Download a Standard Limited Liability Company Contract

Review your own Limited Liability Company Contract

What is a Limited Liability Company Contract?

What sections should be included in a Limited Liability Company Contract?

What sections are optional to include in a Limited Liability Company Contract?

What schedules should be included in a Limited Liability Company Contract?

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Alex Denne

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