The Limited Liability Company Agreement is a crucial document for businesses establishing themselves under New Zealand law. It is typically used when forming a new company or restructuring an existing one, providing the legal foundation for company operations and governance. The agreement must comply with the Companies Act 1993 and other relevant New Zealand legislation, making it essential for protecting shareholder interests and ensuring proper company management. This document outlines everything from basic company structure to complex operational procedures, including share distributions, management rights, decision-making processes, and dispute resolution mechanisms. It's particularly important for businesses seeking investment, planning for growth, or requiring clear governance structures for multiple shareholders.
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1. Parties: Identifies all founding members/shareholders of the LLC and their contact details
2. Background: States the purpose of forming the LLC and any relevant context
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Company Formation: Details of company establishment, business purpose, and registered office
5. Share Capital and Classes: Structure of share capital, classes of shares, and their associated rights
6. Members Rights and Obligations: Core rights and obligations of members, including voting rights and capital contributions
7. Transfer of Shares: Procedures and restrictions for transferring shares, including pre-emptive rights
8. Management and Decision Making: Governance structure, appointment of directors, and decision-making processes
9. Meetings: Procedures for shareholder and director meetings, including voting and quorum requirements
10. Financial Matters: Financial management, distributions, and dividend policies
11. Records and Reporting: Requirements for maintaining company records and financial reporting
12. Dispute Resolution: Procedures for resolving disputes between members or with the company
13. Termination and Exit: Processes for member exit, company dissolution, and winding up
14. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Intellectual Property: Provisions for IP ownership and protection, particularly relevant for technology or creative businesses
2. Employee Share Schemes: Framework for implementing employee share ownership plans, useful for companies planning to offer equity to employees
3. Tag-Along and Drag-Along Rights: Special provisions for share sales, typically included for companies anticipating future investment or sale
4. Board Advisory Committee: Structure and role of advisory board, useful for companies seeking external expertise
5. Founder Provisions: Special rights or obligations for founders, including vesting schedules and non-compete clauses
6. International Operations: Provisions for international business activities, relevant for companies operating across borders
7. Family Succession Planning: Specific provisions for family-owned businesses regarding succession and inheritance
1. Schedule 1: Initial Shareholders and Shareholdings: Details of initial share allocation and shareholder information
2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes and associated rights
3. Schedule 3: Company Constitution: Full company constitution if not incorporated in main agreement
4. Schedule 4: Board Charter: Detailed governance procedures and board responsibilities
5. Schedule 5: Deed of Accession: Template for new shareholders joining the company
6. Schedule 6: Reserved Matters: List of decisions requiring special approval
7. Schedule 7: Business Plan: Initial business plan and strategic objectives
8. Appendix A: Share Transfer Forms: Standard forms for share transfers
9. Appendix B: Meeting Procedures: Detailed procedures for various types of company meetings
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Financial Services
Agriculture
Construction
Education
Hospitality
Transport and Logistics
Media and Entertainment
Energy
Mining
Relevant Teams
Legal
Finance
Corporate Governance
Executive Leadership
Board of Directors
Compliance
Risk Management
Corporate Affairs
Investment Relations
Operations
Relevant Roles
Chief Executive Officer
Managing Director
Company Director
Chief Financial Officer
Chief Legal Officer
Company Secretary
General Counsel
Corporate Lawyer
Business Development Manager
Finance Director
Board Member
Compliance Officer
Risk Manager
Operations Director
Investment Manager
Shareholder Relations Manager
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