The Member Managed LLC Operating Agreement serves as the primary governing document for Limited Liability Companies in New Zealand where the members themselves, rather than appointed managers, handle day-to-day operations. This document becomes essential when establishing a new LLC or converting an existing business structure to an LLC, particularly when multiple members are involved. It details crucial aspects such as ownership percentages, voting rights, capital contributions, profit distribution, and management responsibilities. The agreement must comply with New Zealand's Limited Liability Companies Act 1996 and related legislation while providing flexibility for business growth and change. It's particularly important for small to medium-sized businesses where owners want to maintain direct control over operations while enjoying liability protection and tax benefits offered by the LLC structure.
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1. Parties: Identifies all current members of the LLC who are entering into this agreement
2. Background: Sets out the context of the agreement, including the LLC's formation and purpose
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Formation and Name: Details of LLC registration, business name, and registered office
5. Purpose and Powers: Describes the LLC's business purpose and scope of authorized activities
6. Members and Capital Contributions: Lists initial members, their capital contributions, and ownership percentages
7. Management and Voting: Establishes member-management structure, voting rights, and decision-making processes
8. Meetings and Resolutions: Procedures for member meetings, voting, and written resolutions
9. Financial Affairs: Covers accounting, banking, distributions, and profit/loss allocation
10. Transfer of Membership Interests: Rules for transferring ownership interests and admission of new members
11. Withdrawal and Dissolution: Procedures for member withdrawal and LLC dissolution
12. Confidentiality: Obligations regarding confidential information and trade secrets
13. Dispute Resolution: Process for resolving disputes between members
14. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Tax Matters: Detailed tax provisions when complex tax arrangements are needed or when operating internationally
2. Intellectual Property: Required when the LLC owns or develops significant IP assets
3. Employment of Members: Needed when members will be employed by the LLC
4. Competition and Non-Solicitation: Include when protecting against member competition is important
5. Insurance: Detailed insurance requirements for high-risk businesses
6. Advisory Board: When the LLC wants to establish a non-member advisory board
7. Borrowing and Security: Required when the LLC plans to take on significant debt or provide security
8. Compliance and Regulatory: For businesses in regulated industries requiring specific compliance measures
1. Schedule 1 - Member Details: Details of all members including contact information and initial capital contributions
2. Schedule 2 - Capital Contributions: Detailed breakdown of each member's capital contributions, including valuations of non-cash contributions
3. Schedule 3 - Ownership Percentages: Current ownership percentages and voting rights of all members
4. Schedule 4 - Business Plan: Initial business plan and strategic objectives
5. Schedule 5 - Approved Signatories: List of members authorized to sign various documents on behalf of the LLC
6. Appendix A - Deed of Accession: Template document for admitting new members
7. Appendix B - Meeting Procedures: Detailed procedures for conducting member meetings
8. Appendix C - Valuation Methods: Agreed methods for valuing membership interests
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