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LLC Member Control Agreement Template for England and Wales

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Key Requirements PROMPT example:

LLC Member Control Agreement

"I need an LLC Member Control Agreement for a new tech startup with three founding members based in London, where we want strong provisions for intellectual property protection and a clear process for bringing in new investors by March 2025."

Document background
The LLC Member Control Agreement serves as the foundational document governing the internal operations and relationships between members of a limited liability entity under English and Welsh law. This agreement is essential when establishing a new business entity or formalizing the arrangement between existing members. It comprehensively addresses ownership rights, management responsibilities, decision-making processes, capital contributions, profit distribution, and transfer restrictions. While 'LLC' terminology is more common in US jurisdictions, this agreement adapts these principles to align with UK legal requirements, typically being used for Limited Liability Partnerships (LLPs) or Private Limited Companies (Ltd).
Suggested Sections

1. Parties: Identification and details of all members/parties to the agreement

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Company Formation: Details of company structure and initial capitalization

5. Members' Rights and Obligations: Core rights and duties of members

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

7. Capital Contributions: Rules regarding initial and additional capital contributions

8. Profit Distribution: Method of distributing profits and losses

9. Transfer of Interests: Rules governing transfer of membership interests

Optional Sections

1. Non-Compete Provisions: Restrictions on competitive activities - use when protecting business interests from member competition

2. Intellectual Property Rights: IP ownership and usage rights - use when IP is significant to the business

3. Tag-Along Rights: Rights of minority members to join in sale of majority interests - use in companies with significant minority interests

4. Drag-Along Rights: Rights of majority to force minority participation in sale - use when planning for potential future sale

Suggested Schedules

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

2. Business Plan: Initial business plan and projections

3. Voting Rights Schedule: Detailed breakdown of voting rights and procedures

4. Asset Register: List of company assets at formation

5. Reserved Matters: List of decisions requiring special majority or unanimous consent

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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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Industries

Companies Act 2006: Primary legislation governing company formation, management, and operation in the UK. Covers directors' duties, responsibilities, and shareholder rights and obligations.

Limited Liability Partnerships Act 2000: Key legislation for LLP structure and governance, providing the legal framework for Limited Liability Partnerships in the UK.

Partnership Act 1890: Fundamental legislation establishing underlying partnership principles and internal relationship frameworks between business partners.

Financial Services and Markets Act 2000: Regulatory framework for financial services and markets, relevant if the business involves regulated activities.

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of contracts and key contract law principles.

Small Business, Enterprise and Employment Act 2015: Legislation covering transparency requirements and registration obligations for businesses.

Data Protection Act 2018: UK's implementation of data protection standards, governing how member/partner information must be handled and protected.

Income Tax Act 2007: Key taxation legislation affecting how business income and profits are taxed.

Corporation Tax Act 2010: Legislation governing the taxation of corporate entities and their profits.

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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