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Multi Member LLC Agreement Template for Malaysia

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Key Requirements PROMPT example:

Multi Member LLC Agreement

"I need a Multi Member LLC Agreement for a tech startup in Kuala Lumpur with three founding members (two Malaysian and one Singaporean investor), including specific provisions for intellectual property protection and future funding rounds to be completed by March 2025."

Document background
The Multi Member LLC Agreement serves as the foundational document for establishing and operating a private limited company (Sdn Bhd) in Malaysia with multiple shareholders. This document is essential when two or more parties wish to form a business entity that provides limited liability protection while operating under Malaysian law, particularly the Companies Act 2016. It comprehensively addresses company formation, capital structure, management rights, profit distribution, and member obligations. The agreement is crucial for businesses requiring clear governance structures, especially those with foreign investment, multiple stakeholders, or complex operational requirements. It must comply with Malaysian regulatory requirements while protecting member interests and facilitating efficient business operations.
Suggested Sections

1. Parties: Identifies all founding members of the LLC with their full details and registration/identification numbers

2. Background: Sets out the context for the agreement and the intention to form and operate the LLC

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Formation and Name: Details of company formation, registered name, and business address

5. Purpose and Powers: Defines the company's business objectives and powers to carry out its activities

6. Capital Contributions: Specifies initial and subsequent capital contributions, valuation methods, and capital accounts

7. Membership Interests: Details the allocation of membership interests, voting rights, and economic rights

8. Management Structure: Outlines the management framework, appointment of managers, and decision-making processes

9. Meetings and Voting: Procedures for member meetings, voting requirements, and quorum rules

10. Financial Affairs: Covers accounting practices, fiscal year, banking, and financial reporting requirements

11. Distributions: Rules governing profit distributions, dividend policies, and interim distributions

12. Transfer of Interests: Procedures and restrictions for transferring membership interests

13. Exit Provisions: Mechanisms for member withdrawal, buyout provisions, and valuation methods

14. Termination and Dissolution: Circumstances and procedures for company dissolution and asset distribution

15. Confidentiality: Obligations regarding company and member confidential information

16. Governing Law and Dispute Resolution: Specifies Malaysian law as governing law and outlines dispute resolution procedures

Optional Sections

1. Tag-Along Rights: Include when members want protection to join in sale of majority interests

2. Drag-Along Rights: Include when majority members want power to force minority participation in sale

3. Right of First Refusal: Include when members want priority rights to purchase other members' interests

4. Non-Compete Provisions: Include when restricting members from competing activities is necessary

5. Intellectual Property Rights: Include when the LLC will develop or own significant IP

6. Islamic Finance Compliance: Include when the LLC needs to comply with Shariah principles

7. Foreign Ownership Provisions: Include when there are foreign members or specific industry restrictions

8. Special Industry Compliance: Include when operating in regulated industries like finance or healthcare

Suggested Schedules

1. Schedule 1: Member Details: Complete information about members including contact details and shareholding

2. Schedule 2: Initial Capital Contributions: Detailed breakdown of each member's initial capital contributions

3. Schedule 3: Company Constitution: Copy of the company constitution filed with SSM

4. Schedule 4: Business Plan: Initial business plan and projections

5. Schedule 5: Management Structure: Detailed organizational chart and management responsibilities

6. Schedule 6: Reserved Matters: List of decisions requiring special or unanimous approval

7. Schedule 7: Valuation Methods: Agreed methods for valuing membership interests

8. Appendix A: Form of Transfer Notice: Standard form for notifying transfer of membership interests

9. Appendix B: Deed of Adherence: Template for new members joining the LLC

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 and Property Development

Retail and E-commerce

Professional Services

Healthcare and Medical Services

Food and Beverage

Agriculture and Plantations

Financial Services

Education and Training

Construction and Engineering

Tourism and Hospitality

Logistics and Transportation

Media and Entertainment

Relevant Teams

Legal

Corporate Secretarial

Board of Directors

Executive Management

Finance

Compliance

Corporate Governance

Risk Management

Shareholder Relations

Operations Management

Relevant Roles

Chief Executive Officer

Company Director

Corporate Lawyer

Company Secretary

Chief Financial Officer

Business Development Manager

Compliance Officer

Corporate Governance Officer

Managing Partner

Investment Manager

Legal Counsel

Risk Manager

Board Member

Shareholder Relations Manager

Operations Director

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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