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The Member Managed LLC Agreement serves as the foundational document for businesses in New Zealand where owners wish to maintain direct operational control while enjoying limited liability protection. Although New Zealand doesn't specifically use the term "LLC," this agreement adapts the member-managed principles to comply with New Zealand's Companies Act 1993 and related legislation. It's particularly suitable for small to medium-sized businesses, family enterprises, and professional service firms where owners want active involvement in daily operations. The document comprehensively covers ownership rights, management responsibilities, decision-making processes, financial arrangements, and dispute resolution mechanisms. It's essential for establishing clear governance structures and protecting member interests while maintaining operational flexibility.

1. Parties: Identifies all founding members and the company entity

2. Background: Sets out the context and purpose for establishing the LLC

3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement

4. Company Formation and Purpose: Details of company registration, business purpose, and principal place of business

5. Membership Interest and Capital Contributions: Specifies initial capital contributions, ownership percentages, and rules for additional contributions

6. Members' Rights and Obligations: Outlines voting rights, management responsibilities, and general member obligations

7. Management and Decision Making: Details day-to-day management procedures, voting thresholds, and decision-making processes

8. Meetings and Resolutions: Procedures for member meetings, notice requirements, and passing resolutions

9. Financial Matters: Covers profit distribution, losses, tax allocations, and accounting practices

10. Transfer of Membership Interests: Rules regarding selling, transferring, or encumbering membership interests

11. Exit Provisions: Procedures for member withdrawal, retirement, death, or disability

12. Dispute Resolution: Process for resolving conflicts between members

13. Confidentiality and Non-Competition: Obligations regarding company information and competitive activities

14. Amendment and Termination: Procedures for modifying the agreement and dissolving the company

15. General Provisions: Standard clauses including notices, governing law, and severability