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LLC Ownership Percentage Agreement for the United Kingdom

LLC Ownership Percentage Agreement Template for England and Wales

An LLC Ownership Percentage Agreement under England and Wales law is a legally binding document that establishes and governs the ownership structure of a Limited Liability Company. It details the specific percentage stakes held by each member, their rights and obligations, capital contribution requirements, and profit-sharing arrangements. The agreement ensures compliance with UK company law while providing a framework for ownership transfers, dispute resolution, and company governance.

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What is a LLC Ownership Percentage Agreement?

The LLC Ownership Percentage Agreement is essential when establishing or modifying ownership structures in a Limited Liability Company under England and Wales law. This document becomes particularly important when multiple parties hold different ownership stakes, when new investors join, or when ownership changes occur. It provides clarity on ownership rights, voting powers, and profit distribution while ensuring compliance with UK company legislation and Companies House requirements. The agreement helps prevent future disputes by clearly documenting each member's stake and associated rights.

What sections should be included in a LLC Ownership Percentage Agreement?

1. Parties: Details of all members/owners entering into the agreement

2. Background: Context and purpose of the ownership agreement

3. Definitions: Key terms used throughout the agreement

4. Ownership Percentages: Clear statement of each member's ownership stake

5. Capital Contributions: Details of initial and ongoing capital requirements

6. Profit and Loss Distribution: Method of distributing profits and losses

7. Management Rights: Decision-making authority and voting rights

8. Transfer Restrictions: Rules regarding transfer of ownership interests

What sections are optional to include in a LLC Ownership Percentage Agreement?

1. Tag-Along Rights: Protection for minority owners in sale situations

2. Drag-Along Rights: Ability to force minority owners to join in sale

3. Non-Compete Provisions: Restrictions on competitive activities

4. Deadlock Resolution: Procedures for resolving management deadlocks

What schedules should be included in a LLC Ownership Percentage Agreement?

1. Schedule 1: Initial Capital Contributions: Detailed breakdown of each member's initial investment

2. Schedule 2: Ownership Structure: Detailed ownership percentage table

3. Schedule 3: Valuation Methodology: Agreed method for valuing ownership interests

4. Appendix A: Company Information: Key company details and registration information

Authors

Alex Denne

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

Jurisdiction

England and Wales

Publisher

Ƶ

Document Type

Operating Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions

































Clauses






























Industries

Companies Act 2006: Primary legislation governing company operations in the UK, covering shareholdings, member rights, and company administration requirements including proper ownership record maintenance

Limited Liability Partnerships Act 2000: Core legislation providing the legal framework for LLP structure, governance, and defining member rights and obligations

Partnership Act 1890: Historical legislation establishing fundamental partnership principles that may still apply to modern business structures

Companies House Requirements: Regulatory framework specifying filing obligations and transparency requirements for UK companies

Financial Services and Markets Act 2000: Regulatory legislation applicable if the LLC engages in regulated financial activities

Income Tax Act 2007: Tax legislation governing personal income tax implications for LLC members

Corporation Tax Act 2010: Tax legislation dealing with corporate taxation aspects of the business entity

Partnership Taxation Rules: Specific tax regulations governing how partnerships and LLPs are taxed in the UK

Money Laundering Regulations 2017: Anti-money laundering requirements that may affect ownership structures and reporting obligations

Small Business, Enterprise and Employment Act 2015: Legislation affecting small business operations and transparency requirements

PSC Regulations: People with Significant Control regulations requiring disclosure of individuals with significant control over the company

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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