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Investment LLC Operating Agreement Template for England and Wales

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Key Requirements PROMPT example:

Investment LLC Operating Agreement

"I need an Investment LLC Operating Agreement governed by English law for a new real estate investment vehicle with 5 founding members, including specific provisions for quarterly distributions and a 2% management fee structure, to be effective from March 2025."

Document background
The Investment LLC Operating Agreement is essential when establishing an investment vehicle in England and Wales. While adapting the US LLC concept to UK legal structures, it provides the foundational framework for operations, member rights, and investment activities. This document is crucial for defining relationships between investors, establishing governance structures, and ensuring regulatory compliance with UK financial services laws. It typically includes detailed provisions on capital contributions, investment policies, profit sharing, transfer restrictions, and exit mechanisms. The agreement must align with Financial Conduct Authority (FCA) requirements and other relevant UK regulatory frameworks.
Suggested Sections

1. Parties: Identification of all members/investors and the LLC entity

2. Background: Purpose of the LLC and context of the agreement

3. Definitions: Key terms used throughout the agreement

4. Business Purpose: Detailed description of investment activities and scope

5. Capital Contributions: Initial and additional capital requirements

6. Membership Interests: Classes of interests and associated rights

7. Management Structure: Governance framework and decision-making processes

8. Distributions: Profit sharing and distribution policies

9. Transfer Restrictions: Rules regarding transfer of membership interests

10. Dissolution: Process for winding up the LLC

Optional Sections

1. Tag-Along Rights: Minority protection provisions enabling minority shareholders to join in the sale of shares on the same terms as the majority

2. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in the sale of shares

3. Investment Committee: Structure, composition, and powers of investment committee for larger investment vehicles

4. Co-Investment Rights: Rights and procedures for members to participate in future investment opportunities

Suggested Schedules

1. Schedule of Members: List of all members and their initial capital contributions

2. Investment Policy: Detailed investment criteria and restrictions

3. Valuation Policy: Methodology for valuing investments and interests

4. Management Fee Structure: Details of management fees and calculations

5. Form of Adherence Deed: Template for new members joining the LLC

6. Conflict of Interest Policy: Procedures for managing conflicts

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






























































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company formation and operation, including directors' duties, member rights and obligations, and corporate governance requirements

Limited Liability Partnerships Act 2000: Framework legislation for limited liability structures, providing relevant principles for limited liability entities despite primarily covering LLPs

Financial Services and Markets Act 2000 (FSMA): Key legislation for investment companies covering regulatory requirements, permissions, and financial conduct obligations

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001: Defines regulated investment activities and determines required permissions for investment operations

FCA Regulations: Financial Conduct Authority rules covering investment firm requirements, capital adequacy rules, and conduct of business regulations

Partnership Act 1890: Establishes basic partnership principles that may inform certain aspects of the operating agreement

Money Laundering Regulations 2017: Anti-money laundering requirements and due diligence obligations for investment businesses

UK Corporate Governance Code: Non-statutory guidelines providing best practices for company governance, influential in structuring company agreements

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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