An Operating Agreement For LLC Taxed As S Corporation is essential when establishing a Limited Liability Company in the US that wishes to maintain LLC legal protection while enjoying S Corporation tax benefits. This document outlines the company's governance structure, member rights and responsibilities, capital contributions, profit distribution methods, and transfer restrictions. However, the specified English and Welsh governing law creates a jurisdictional conflict, as these business structures don't exist in the UK. The document should be used when forming a new LLC with S Corporation tax election or modifying an existing LLC's structure. It serves as the primary governing document for internal operations and member relationships.
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1. Parties: Identification of all members/owners of the company
2. Background: Context and purpose of the operating agreement
3. Definitions: Key terms used throughout the agreement
4. Company Formation: Details of company structure and formation
5. Management Structure: Governance and decision-making processes
6. Capital Contributions: Initial and additional capital requirements
7. Profit and Loss Distribution: How profits and losses are allocated
8. Transfer of Interests: Rules for transferring ownership interests
1. Tax Matters: Specific provisions for tax elections, responsibilities, and compliance requirements
2. Non-Compete Provisions: Restrictions on competitive activities by members and protection of business interests
3. Intellectual Property Rights: Provisions governing ownership, use, and protection of company intellectual property
1. Schedule of Initial Capital Contributions: Detailed breakdown of members' initial investments and contributions
2. Schedule of Members: Comprehensive list of all members and their respective ownership percentages
3. Management Structure Chart: Visual representation of company governance and reporting structure
4. Approved Business Plan: Initial business plan and strategy document for the company
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