The Limited Liability Company Agreement is a fundamental document required when establishing a corporation in the Philippines under the Revised Corporation Code. It serves as the primary governing document that defines the relationship between shareholders, establishes management structures, and sets operational guidelines. This agreement is essential for businesses seeking to operate with limited liability protection while maintaining flexibility in management and ownership structure. It must comply with Philippine regulatory requirements, including SEC regulations and foreign ownership restrictions where applicable. The document is particularly crucial for startups, joint ventures, and existing businesses restructuring as LLCs, providing a clear framework for corporate governance, capital contributions, profit sharing, and dispute resolution. It should be tailored to specific business needs while ensuring compliance with local laws and regulations.
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1. Parties: Identification of all members/shareholders forming the LLC
2. Background: Context of the agreement and purpose of forming the LLC
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Formation and Name: Details of company formation, registered name, and business purpose
5. Capital Contributions: Initial and subsequent capital contributions, terms and conditions
6. Shares and Shareholders: Share classes, rights, transfer restrictions, and shareholder obligations
7. Management and Administration: Management structure, appointment of officers, decision-making processes
8. Meetings and Resolutions: Procedures for shareholder and board meetings, voting rights
9. Financial Matters: Accounting, auditing, banking, distribution of profits
10. Transfer of Shares: Procedures and restrictions for share transfers
11. Termination and Dissolution: Events triggering dissolution, liquidation procedures
12. Confidentiality: Protection of company and member confidential information
13. Notices: Communication procedures between parties
14. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms
15. General Provisions: Miscellaneous legal provisions including amendments, severability
1. Foreign Ownership Provisions: Required when foreign investors are involved, detailing compliance with Philippine foreign ownership restrictions
2. Intellectual Property Rights: Needed when the LLC will develop or use significant IP assets
3. Non-Competition and Non-Solicitation: Include when protecting business interests from member competition is crucial
4. Tag-Along and Drag-Along Rights: Include for companies anticipating future sales or mergers
5. Put and Call Options: Optional provisions for share purchase rights in specific circumstances
6. Employee Stock Option Plan: Include if the company plans to offer shares to employees
7. Related Party Transactions: Required when anticipating significant dealings with related entities
1. Schedule 1: Initial Members and Capital Contributions: Detailed list of members and their initial capital contributions
2. Schedule 2: Share Capital Structure: Details of share classes, rights, and distribution
3. Schedule 3: Business Plan: Initial business plan and objectives
4. Schedule 4: Management Structure: Detailed organizational chart and management responsibilities
5. Schedule 5: Deed of Adherence: Template for new members joining the LLC
6. Schedule 6: Reserved Matters: List of decisions requiring special approval
7. Schedule 7: Valuation Methods: Agreed methods for share valuation
8. Appendix A: Articles of Incorporation: Copy of filed Articles of Incorporation
9. Appendix B: By-laws: Company by-laws as filed with SEC
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Retail
Real Estate
Professional Services
Financial Services
Healthcare
Construction
Agriculture
Tourism and Hospitality
Education
Transportation and Logistics
Media and Entertainment
Energy and Utilities
Import/Export
Relevant Teams
Legal
Corporate Governance
Finance
Compliance
Executive Leadership
Risk Management
Corporate Affairs
Business Development
Investment
Operations
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Business Development Manager
Company Director
Board Member
Managing Director
Finance Director
Corporate Governance Officer
Risk Management Officer
Investment Manager
Operations Manager
Shareholder Relations Manager
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