The Operating Agreement For Member Managed Limited Liability Company is a crucial document for businesses establishing themselves as LLCs in New Zealand where the members intend to directly manage the company's operations. This document is essential when forming a new LLC or converting an existing business structure, particularly when multiple owners will be actively involved in day-to-day operations. It comprehensively addresses company formation, management structure, capital contributions, profit sharing, decision-making processes, and member rights and obligations. The agreement must comply with New Zealand's Companies Act 1993 and related business legislation, making it suitable for businesses seeking to establish a clear governance framework while maintaining operational flexibility. It's particularly valuable for small to medium-sized enterprises where owners want to maintain direct control over business operations while enjoying limited liability protection.
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1. Parties: Identifies all founding members of the LLC and their contact details
2. Background: Outlines the purpose of forming the LLC and the intent to operate as a member-managed entity
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Formation and Name: Details of LLC registration, business name, and registered office
5. Purpose and Powers: Specifies the LLC's business purpose and its operational powers
6. Members and Capital Contributions: Details initial capital contributions, ownership percentages, and any requirements for additional contributions
7. Management Structure: Establishes the member-managed structure and decision-making processes
8. Meetings and Voting: Procedures for member meetings, voting rights, and quorum requirements
9. Financial Affairs: Covers accounting practices, banking, financial records, and distribution of profits
10. Transfer of Interests: Rules regarding the transfer of membership interests and restrictions thereon
11. Exit Provisions: Procedures for member withdrawal, expulsion, and buy-out arrangements
12. Dissolution and Winding Up: Circumstances and procedures for dissolving the LLC
13. Dispute Resolution: Processes for resolving disputes between members
14. General Provisions: Standard clauses including notices, amendments, and governing law
1. Intellectual Property Rights: Include when the LLC owns or develops significant IP assets
2. Confidentiality and Non-Compete: Add when protecting trade secrets or preventing competitive activities is crucial
3. Employment of Members: Include when members will be employed by the LLC in operational roles
4. International Operations: Add for LLCs conducting business internationally
5. Special Purpose Vehicles: Include when the LLC may create subsidiaries or special purpose entities
6. Tax Provisions: Detailed tax arrangements when complex tax structures are involved
7. Insurance Requirements: Include when specific insurance coverage is mandatory for the business
8. Related Party Transactions: Add when members have other business interests that may interact with the LLC
1. Schedule 1: Member Details: Complete member information including contact details and initial capital contributions
2. Schedule 2: Business Plan: Initial business plan and strategic objectives
3. Schedule 3: Valuation Methodology: Agreed methods for valuing membership interests
4. Schedule 4: Deed of Accession: Template for new members joining the LLC
5. Schedule 5: Initial Assets: List of assets initially transferred to the LLC
6. Appendix A: Voting Rights Table: Detailed breakdown of voting rights and special resolutions requirements
7. Appendix B: Financial Procedures: Detailed procedures for financial management and reporting
8. Appendix C: Dispute Resolution Procedures: Step-by-step dispute resolution processes
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