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Member Managed LLC Operating Agreement Template for Canada

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Key Requirements PROMPT example:

Member Managed LLC Operating Agreement

"I need a Member Managed LLC Operating Agreement for our Canadian technology startup based in Ontario, with four founding members who will all have equal voting rights and management responsibilities, to be effective from March 1, 2025."

Document background
The Member Managed LLC Operating Agreement, adapted for Canadian jurisdiction, serves as the foundational document for businesses seeking a member-managed structure similar to U.S. LLCs while complying with Canadian law. This document is essential when two or more individuals or entities wish to establish a business where all owners actively participate in management decisions. It becomes particularly relevant for small to medium-sized enterprises, professional services firms, and family businesses operating in Canada. The agreement comprehensively addresses capital contributions, profit sharing, management rights, decision-making processes, and member obligations. While traditional LLCs don't exist in Canada, this agreement adapts those principles to work within Canadian legal frameworks, incorporating elements of both corporate and partnership law to create a similar operational structure. It's crucial for establishing clear governance procedures and protecting member interests while ensuring compliance with Canadian federal and provincial regulations.
Suggested Sections

1. Parties: Identifies all initial members of the LLC and their contact information

2. Background: Explains the purpose of forming the LLC and the intentions of the members

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Details of business registration, name, and principal place of business

5. Business Purpose: Describes the nature and objectives of the business

6. Term: Duration of the LLC and conditions for dissolution

7. Capital Contributions: Initial and ongoing capital requirements from members

8. Membership Interests: Details of ownership percentages and classes of membership

9. Management Structure: Procedures for decision-making and day-to-day management

10. Meetings and Voting: Rules for member meetings and voting procedures

11. Allocations and Distributions: Method for distributing profits and losses

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

13. Withdrawal and Dissolution: Procedures for member withdrawal and company dissolution

14. Books and Records: Requirements for maintaining company records

15. Amendment Procedure: Process for modifying the operating agreement

16. Governing Law: Specifies applicable Canadian jurisdiction and laws

17. Dispute Resolution: Procedures for resolving conflicts between members

Optional Sections

1. Tax Matters: Detailed tax treatment and allocation procedures, used when specific tax structuring is needed

2. Insurance Requirements: Specific insurance obligations, used when business activities require particular coverage

3. Intellectual Property Rights: IP ownership and protection, used when the business involves significant IP assets

4. Confidentiality: Detailed confidentiality obligations, used when business involves sensitive information

5. Non-Competition: Restrictions on competitive activities, used when protecting market position is crucial

6. Emergency Succession Planning: Procedures for unexpected leadership changes, used for businesses heavily dependent on key members

7. International Operations: Provisions for international business activities, used when operating across borders

8. Environmental Compliance: Environmental obligations and procedures, used in industries with environmental impact

Suggested Schedules

1. Schedule A - Initial Capital Contributions: Detailed list of each member's initial capital contributions

2. Schedule B - Membership Interests: Current ownership percentages and classes of membership

3. Schedule C - Business Plan: Initial business plan and strategic objectives

4. Schedule D - Member Contact Information: Detailed contact information for all members

5. Schedule E - Approved Officers: List of appointed officers and their roles

6. Appendix 1 - Voting Procedures: Detailed procedures for different types of votes

7. Appendix 2 - Financial Reporting Requirements: Specific requirements for financial statements and reports

8. Appendix 3 - Transfer Procedures: Detailed procedures for transferring membership interests

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

Technology

Retail

Manufacturing

Consulting

Real Estate

Healthcare

Food and Beverage

Construction

Creative Industries

E-commerce

Agriculture

Financial Services

Relevant Teams

Legal

Executive Leadership

Finance

Operations

Compliance

Corporate Governance

Administration

Tax

Risk Management

Relevant Roles

Business Owner

Managing Partner

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Business Development Manager

Operations Director

Company Secretary

Legal Counsel

Compliance Officer

Business Consultant

Tax Advisor

Accountant

Managing Director

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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