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Manager Managed LLC Operating Agreement for India

Manager Managed LLC Operating Agreement Template for India

A comprehensive legal document governed by Indian law that establishes the operational framework for a Limited Liability Partnership (LLC) with a manager-managed structure. This agreement defines the roles, responsibilities, and relationships between members and professional managers, outlining capital contributions, profit distribution, voting rights, and management procedures. It complies with the Limited Liability Partnership Act, 2008, and other relevant Indian legislation, providing a clear governance structure that separates ownership from day-to-day management, making it particularly suitable for larger or more complex business operations.

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Manager Managed LLC Operating Agreement

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What is a Manager Managed LLC Operating Agreement?

The Manager Managed LLC Operating Agreement is a foundational document used when establishing or converting to a professionally managed Limited Liability Partnership in India. This document is particularly crucial when members want to delegate day-to-day management responsibilities to appointed professional managers while maintaining strategic oversight. It provides comprehensive coverage of management structure, capital arrangements, profit sharing, and operational procedures, all within the framework of Indian business law, particularly the Limited Liability Partnership Act, 2008. The agreement is essential for businesses seeking to establish clear separation between ownership and management, making it ideal for growing companies, family businesses transitioning to professional management, or startups planning for scalable operations with professional leadership.

What sections should be included in a Manager Managed LLC Operating Agreement?

1. Parties: Identification of all members and designated managers of the LLC

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

3. Definitions: Detailed definitions of terms used throughout the agreement

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

5. Principal Office and Registered Agent: Address of principal office and details of registered agent

6. Management Structure: Detailed framework of manager-managed structure, appointment process, and authority

7. Powers and Duties of Managers: Comprehensive list of managers' powers, responsibilities, and limitations

8. Members Rights and Obligations: Rights, obligations, and limitations of member authority

9. Capital Contributions: Initial and additional capital contribution requirements and procedures

10. Allocations and Distributions: Profit/loss allocation and distribution procedures

11. Meetings and Voting: Procedures for manager and member meetings, voting rights and requirements

12. Books, Records and Accounting: Requirements for maintaining financial records and accounting procedures

13. Transfer Restrictions: Limitations on transfer of membership interests

14. Withdrawal and Removal: Procedures for member withdrawal and manager removal

15. Dissolution and Liquidation: Circumstances and procedures for LLC dissolution

16. Indemnification: Indemnification provisions for managers and members

17. Governing Law and Dispute Resolution: Applicable law and dispute resolution procedures

18. Miscellaneous Provisions: General provisions including amendments, notices, and severability

What sections are optional to include in a Manager Managed LLC Operating Agreement?

1. Foreign Ownership Provisions: Required when LLC has foreign members, addressing FEMA compliance and RBI regulations

2. Industry-Specific Compliance: Required for LLCs in regulated industries like healthcare or financial services

3. Intellectual Property Rights: Needed when LLC owns or develops significant IP

4. Non-Compete and Confidentiality: Additional restrictions on managers and members regarding competition and confidentiality

5. Tag-Along and Drag-Along Rights: Special provisions for membership interest transfers in case of sale

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

7. Digital Operations: Provisions for digital meetings, electronic voting, and online record keeping

What schedules should be included in a Manager Managed LLC Operating Agreement?

1. Schedule A - Member Information: Details of members including contact information, capital contributions, and ownership percentages

2. Schedule B - Manager Information: Details of appointed managers, their terms, and compensation

3. Schedule C - Initial Capital Contributions: Detailed breakdown of initial capital contributions including valuations of non-cash contributions

4. Schedule D - Business Plan: Initial business plan and operational objectives

5. Schedule E - Prohibited Activities: List of activities requiring special approval or prohibited activities

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

7. Appendix 2 - Financial Reporting Templates: Standard formats for financial reports and member communications

8. Appendix 3 - Compliance Checklist: Checklist of regulatory compliance requirements and deadlines

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

India

Publisher

Ƶ

Document Type

Operating Agreement

Cost

Free to use
Relevant legal definitions






























































Clauses



































Relevant Industries

Technology

Manufacturing

Professional Services

Real Estate

Healthcare

Retail

E-commerce

Construction

Consulting

Financial Services

Education

Hospitality

Agriculture

Logistics

Media and Entertainment

Relevant Teams

Legal

Corporate Affairs

Compliance

Finance

Operations

Management

Board of Directors

Executive Leadership

Risk Management

Company Secretarial

Business Development

Investment

Relevant Roles

CEO

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Business Owner

Entrepreneur

Operations Manager

Chief Financial Officer

Compliance Officer

Board Member

Director

Managing Partner

General Counsel

Business Development Manager

Risk Manager

Finance Director

Investment Manager

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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