Limited Liability Company Contract

Limited Liability Company Contract Template for United States

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Key Requirements PROMPT example:

"I need a Limited Liability Company Contract for a technology consulting firm with three equal members based in California, including specific provisions for intellectual property protection and a detailed profit-sharing structure to be implemented by March 2025."

Document background

The Limited Liability Company Contract is essential for any business forming an LLC in the United States. This document, required by law in some states and strongly recommended in all others, serves as the foundational agreement between LLC members and the company itself. It outlines crucial aspects such as ownership percentages, voting rights, management structure, profit/loss allocations, and procedures for handling various business scenarios. The agreement must comply with state-specific LLC laws while providing flexibility for business operations. It's particularly important for multi-member LLCs to prevent future disputes and provide clear guidelines for business operations. This contract typically includes provisions for capital contributions, member responsibilities, transfer restrictions, and dissolution procedures, making it a comprehensive governance tool for the business entity.

Suggested Sections

1. Parties: Identification of all initial members and the LLC entity

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

3. Definitions: Defined terms used throughout the agreement

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

5. Purpose and Powers: Business purpose and general powers of the LLC

6. Members and Membership Interests: Rights, obligations, and ownership interests of members

7. Capital Contributions: Initial and additional capital contribution requirements

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

9. Management: Management structure and decision-making processes

10. Meetings and Voting: Procedures for member meetings and voting rights

11. Books, Records, and Accounting: Requirements for maintaining company records and accounting practices

12. Transfer Restrictions: Limitations on transfer of membership interests

13. Withdrawal and Dissolution: Procedures for member withdrawal and company dissolution

14. Indemnification: Protections for members and managers

15. Amendment: Procedures for modifying the agreement

16. General Provisions: Miscellaneous legal provisions including governing law, notices, and severability

Optional Sections

1. Tax Matters: Specific tax elections and procedures - include for LLCs with complex tax structures

2. Buy-Sell Provisions: Detailed procedures for buying/selling membership interests - important for multi-member LLCs

3. Intellectual Property: IP ownership and protection - include for technology or creative businesses

4. Non-Compete and Confidentiality: Restrictions on competition and information sharing - important for protective business interests

5. Special Purpose Provisions: Industry-specific requirements - include based on business type

6. Family Business Provisions: Succession and family-specific matters - include for family-owned LLCs

7. Professional Services: Special provisions for professional service LLCs - include for licensed professionals

Suggested Schedules

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

2. Schedule B - Membership Interests: Allocation of ownership percentages and classes of interests

3. Schedule C - Initial Officers/Managers: List of initial management team and roles

4. Schedule D - Property Contributions: Details of any property contributed to the LLC

5. Appendix 1 - Capital Account Procedures: Detailed accounting procedures for capital accounts

6. Appendix 2 - Tax Allocations: Specific procedures for tax allocations and special tax elections

7. Appendix 3 - Valuation Methods: Agreed methods for valuing membership interests

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Professional Services

Real Estate

Technology

Manufacturing

Retail

Healthcare

Construction

Financial Services

Entertainment

Hospitality

Consulting

E-commerce

Agriculture

Transportation

Education

Relevant Teams

Legal

Executive Leadership

Finance

Compliance

Corporate Governance

Business Development

Tax

Risk Management

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Business Development Director

Corporate Secretary

Managing Partner

Company Director

Compliance Officer

Legal Counsel

Business Owner

Entrepreneur

Managing Member

Operations Manager

Corporate Attorney

Tax Advisor

Business Manager

Risk Manager

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Authors

Alex Denne

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