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Limited Liability Company Operating Agreement Single Member Template for Canada

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Key Requirements PROMPT example:

Limited Liability Company Operating Agreement Single Member

"I need a Limited Liability Company Operating Agreement Single Member for my new technology consulting business based in Ontario, with specific provisions for protecting intellectual property and handling client confidentiality, planned to commence operations on March 1, 2025."

Document background
The Limited Liability Company Operating Agreement Single Member is a foundational document used when establishing a single-owner business entity in Canada that seeks to maintain limited liability protection while operating with the flexibility of a sole proprietorship. This document becomes necessary when an individual wants to formally establish their business as a separate legal entity while remaining the sole owner. It details crucial aspects such as capital structure, management rights, profit distribution, succession planning, and dissolution procedures. While the term "LLC" is more commonly used in the United States, this agreement adapts these principles to align with Canadian federal and provincial corporate laws, providing equivalent protection and operational guidelines. The agreement serves as both an internal governance document and as evidence of proper corporate governance for external stakeholders such as banks, investors, and regulatory authorities.
Suggested Sections

1. Parties: Identifies the single member/owner and the LLC as parties to the agreement

2. Background: Establishes the context, including the formation of the LLC and the purpose of the operating agreement

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Details of LLC formation, registered name, and filing information

5. Principal Office and Registered Agent: Address of the principal office and details of the registered agent

6. Purpose and Powers: Stated business purpose and powers of the LLC

7. Capital Contributions: Initial and any additional capital contributions by the single member

8. Management: Management structure and decision-making authority of the single member

9. Distributions and Allocations: How and when profits and losses will be distributed

10. Tax Matters: Tax treatment and reporting obligations

11. Books, Records and Accounting: Requirements for maintaining financial records and accounting procedures

12. Transfer Restrictions: Provisions regarding the transfer of membership interests

13. Dissolution and Liquidation: Circumstances and procedures for dissolving the LLC

14. General Provisions: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Banking and Financial Matters: Specific provisions about banking arrangements and financial management, used when more detailed financial controls are needed

2. Succession Planning: Provisions for transfer of ownership upon death or incapacity, used when the member wants specific succession arrangements

3. Intellectual Property: Provisions regarding ownership and protection of IP, used when the LLC has significant intellectual property assets

4. Employment Matters: Provisions regarding employment of the member or others, used when the LLC will have employees

5. Confidentiality: Detailed confidentiality provisions, used when the LLC handles sensitive information

6. Insurance Requirements: Specific insurance obligations, used when the business requires particular insurance coverage

Suggested Schedules

1. Schedule A - Initial Capital Contributions: Detailed list of initial capital contributions including cash, property, or services

2. Schedule B - Assets: Comprehensive list of LLC assets at formation

3. Schedule C - Permitted Encumbrances: List of any permitted liens or encumbrances on LLC assets

4. Appendix 1 - Form of Banking Resolution: Standard banking resolution for establishing bank accounts

5. Appendix 2 - Business Plan: Initial business plan if required for regulatory or banking purposes

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



























Clauses
























Relevant Industries

Professional Services

Retail

Manufacturing

Technology

Real Estate

Construction

Healthcare

Consulting

E-commerce

Hospitality

Agriculture

Transportation

Financial Services

Relevant Teams

Legal

Corporate Governance

Finance

Tax

Compliance

Executive Leadership

Business Development

Administration

Relevant Roles

Business Owner

Entrepreneur

CEO

Managing Director

Company Secretary

Corporate Lawyer

Legal Counsel

Business Consultant

Tax Advisor

Accountant

Chief Financial Officer

Small Business Manager

Sole Proprietor

General Counsel

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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