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Capital Contribution LLC Operating Agreement Template for India

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Key Requirements PROMPT example:

Capital Contribution LLC Operating Agreement

"I need a Capital Contribution LLC Operating Agreement for a tech startup in Bangalore with three founding partners contributing different forms of capital - one contributing cash, one contributing intellectual property, and one contributing real estate property, with a planned effective date of March 1, 2025."

Document background
A Capital Contribution LLC Operating Agreement is essential when establishing or modifying the capital structure of a business entity in India. While pure LLCs don't exist in Indian law, this agreement is adapted to work within the Limited Liability Partnership (LLP) framework, which is the closest equivalent structure. The document becomes necessary when multiple partners or investors are contributing capital, whether in cash, property, or services, and need to formalize their rights, obligations, and profit-sharing arrangements. It's particularly crucial when there are varying levels of capital contribution, foreign investors (requiring FEMA compliance), or complex investment structures. The agreement details capital valuation methods, contribution schedules, profit distribution mechanisms, and management rights based on capital involvement, while ensuring compliance with Indian regulatory requirements including those from RBI and SEBI where applicable.
Suggested Sections

1. Parties: Identifies all members making capital contributions and the LLC entity

2. Background: Context of the agreement formation and purpose of the LLC

3. Definitions: Key terms used throughout the agreement, including capital-related terminology

4. Formation and Name: Details of LLC formation, registered name, and business purpose

5. Capital Contributions: Initial capital commitments, form of contributions, and valuation methods

6. Additional Capital Contributions: Procedures and requirements for subsequent capital contributions

7. Capital Accounts: Maintenance and accounting of member capital accounts

8. Profit and Loss Allocation: Distribution of profits and losses based on capital contributions

9. Management Structure: Management rights and voting powers relative to capital contributions

10. Transfer Restrictions: Limitations on transfer of membership interests and capital

11. Withdrawal and Return of Capital: Procedures for capital withdrawal and associated restrictions

12. Dissolution and Liquidation: Process for dissolution and distribution of capital upon liquidation

13. Governing Law and Jurisdiction: Applicable Indian laws and jurisdiction for dispute resolution

Optional Sections

1. Foreign Investment Compliance: Required when any member is a foreign entity, addressing FEMA compliance

2. Regulatory Approvals: Needed when business activities require specific regulatory clearances

3. Valuation Mechanisms: Detailed procedures for valuing non-cash capital contributions

4. Tag-Along Rights: Protection for minority members in case of capital structure changes

5. Drag-Along Rights: Majority member rights to force minority participation in capital events

6. Anti-Dilution Provisions: Protection against dilution of capital percentage in future rounds

7. Special Purpose Vehicle Provisions: Required when the LLC is formed as an SPV for specific projects

Suggested Schedules

1. Schedule A - Member Information: Detailed list of members with their capital contributions and ownership percentages

2. Schedule B - Initial Capital Contributions: Itemized list of initial capital contributions including nature, value, and timing

3. Schedule C - Valuation Methodology: Detailed methods for valuing different types of capital contributions

4. Schedule D - Business Plan: Initial business plan and capital utilization strategy

5. Appendix 1 - Compliance Certificates: Copies of relevant regulatory approvals and compliance certificates

6. Appendix 2 - Capital Account Procedures: Detailed procedures for maintaining and adjusting capital accounts

7. Appendix 3 - Transfer Forms: Standard forms for capital interest transfers and additional contributions

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

Technology and Software

Manufacturing

Real Estate

Professional Services

E-commerce

Healthcare

Financial Services

Retail

Consulting

Infrastructure Development

Education Technology

Hospitality

Logistics and Supply Chain

Renewable Energy

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Investment

Risk Management

Corporate Development

Executive Leadership

Business Development

International Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Company Secretary

Investment Manager

Managing Partner

Finance Director

Corporate Attorney

Business Development Manager

Venture Capitalist

Private Equity Manager

Compliance Officer

Risk Manager

Managing Director

Investment Analyst

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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