The Manager Managed LLC Operating Agreement is a crucial document for businesses operating as Limited Liability Companies in the Philippines who choose to delegate management authority to specific individuals rather than having all members participate in day-to-day operations. This document becomes necessary when establishing or converting to a manager-managed LLC structure, particularly in situations where members prefer to act as passive investors while professional managers handle operations. The agreement must comply with the Revised Corporation Code of the Philippines and typically includes detailed provisions for management authority, capital structures, voting rights, profit distribution, and transfer restrictions. It's particularly relevant for businesses with passive investors or those requiring professional management expertise, and provides essential protection for both members and managers while establishing clear operational guidelines.
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1. Parties: Identifies the Members and Managers who are party to the Operating Agreement
2. Background: Sets forth the context and purpose for forming the LLC and entering into the Operating Agreement
3. Definitions: Defines key terms used throughout the Operating Agreement
4. Formation and Name: Details of LLC formation, registered name, and filing requirements under Philippine law
5. Principal Office and Registered Agent: Specifies the LLC's official address and registered agent details
6. Purpose and Powers: States the LLC's business purpose and enumerated powers
7. Term: Duration of the LLC and conditions for dissolution
8. Capital Contributions: Details initial and additional capital contributions by members
9. Membership Interests: Defines ownership percentages and classes of membership interests
10. Management Structure: Establishes manager-managed structure and scope of authority
11. Duties and Powers of Managers: Detailed responsibilities and authority of managers
12. Meetings and Voting: Procedures for manager and member meetings and voting requirements
13. Allocations and Distributions: Rules for profit/loss allocation and distribution policies
14. Transfer Restrictions: Limitations on transfer of membership interests
15. Books and Records: Requirements for maintaining LLC records and member access rights
16. Dissolution and Liquidation: Procedures for LLC dissolution and asset distribution
17. Governing Law: Specifies Philippine law as governing law and jurisdiction
18. Miscellaneous Provisions: Standard clauses including amendments, notices, and severability
1. Tax Matters: Detailed tax provisions and appointment of tax representative - include if LLC has complex tax considerations
2. Buy-Sell Provisions: Detailed procedures for buying/selling membership interests - include if members want specific exit mechanisms
3. Intellectual Property Rights: IP ownership and protection provisions - include if LLC will develop or use significant IP
4. Non-Competition and Confidentiality: Restrictions on competitive activities and information protection - include if business has sensitive information or competitive concerns
5. Foreign Investment Provisions: Special provisions for foreign investors - include if LLC has foreign members
6. Special Purpose Vehicle Provisions: Additional provisions for SPV status - include if LLC is formed as an SPV
7. Banking and Financing: Special provisions for banking operations - include if LLC will engage in significant financing activities
1. Schedule A - Member Information: Details of all members including contact information and initial capital contributions
2. Schedule B - Manager Information: Details of appointed managers including contact information and compensation
3. Schedule C - Capital Contributions: Detailed breakdown of initial and subsequent capital contributions
4. Schedule D - Membership Interests: Complete breakdown of membership interests and classes
5. Schedule E - Special Tax Provisions: Specific tax elections and procedures
6. Appendix 1 - Initial Business Plan: Initial business plan and projections
7. Appendix 2 - Management Policies: Detailed management policies and procedures
8. Appendix 3 - Forms: Standard forms for transfers, notices, and other routine matters
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