The Limited Liability Company Operating Agreement is a fundamental document required when establishing or restructuring a company in New Zealand. It serves as the primary governing document that defines how the company will operate and how its internal affairs will be managed. This agreement is particularly crucial in New Zealand's business environment, where companies must comply with the Companies Act 1993 while maintaining operational flexibility. The document outlines essential elements including ownership structure, capital contributions, management responsibilities, voting rights, profit distribution mechanisms, and procedures for handling business changes or disputes. It's typically used when forming a new company, admitting new members, or updating governance structures to reflect changes in the business or regulatory requirements. The agreement provides legal protection for members while establishing clear operational guidelines aligned with New Zealand's legal framework.
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1. Parties: Identifies all members of the LLC, including their full legal names, addresses, and ownership percentages
2. Background: Sets out the context for the agreement, including the company's formation purpose and basic structure
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Formation and Name: Details of company registration, business name, and registered office
5. Purpose and Powers: Describes the company's business purpose and scope of permitted activities
6. Capital Contributions: Specifies initial and any additional capital contributions by members
7. Membership Interests: Details the allocation of ownership interests and voting rights
8. Management Structure: Outlines the management framework, whether member-managed or manager-managed
9. Meetings and Voting: Procedures for member meetings and voting requirements
10. Financial Affairs: Covers accounting practices, fiscal year, banking, and financial reporting
11. Distributions: Rules for profit distribution and handling of losses
12. Transfer Restrictions: Limitations on transferring membership interests
13. Exit Provisions: Procedures for member withdrawal, expulsion, or death
14. Dissolution: Process for winding up the company and distributing assets
15. General Provisions: Standard clauses including amendments, notices, and governing law
1. Preemptive Rights: Used when members want the right of first refusal before interests can be sold to outside parties
2. Intellectual Property: Required when the LLC owns or develops significant IP assets
3. Non-Compete and Confidentiality: Important for businesses with trade secrets or competitive concerns
4. Tag-Along/Drag-Along Rights: Used in companies that may seek future investment or sale
5. Special Purpose Provisions: For LLCs formed for specific projects or industries
6. International Operations: Required when the LLC conducts business internationally
7. Employee Matters: Needed when the LLC will have employees or specific employment policies
8. Tax Matters: Detailed tax provisions for companies with complex tax structures
1. Schedule 1: Member Details: Detailed information about members including contact details and initial capital contributions
2. Schedule 2: Share Capital: Details of share classes and rights attached to shares
3. Schedule 3: Management Structure: Detailed management procedures and organizational chart
4. Schedule 4: Business Plan: Initial business plan and strategic objectives
5. Schedule 5: Voting Rights: Detailed voting procedures and special voting rights
6. Appendix A: Form of Transfer Notice: Standard form for notifying intent to transfer membership interests
7. Appendix B: Valuation Methods: Agreed methods for valuing membership interests
8. Appendix C: Deed of Accession: Template for new members joining the LLC
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