The Manager Managed LLC Operating Agreement is a crucial document used when forming or restructuring a Limited Liability Company in the United States where professional managers, rather than members, will handle day-to-day operations. This arrangement is particularly suitable for businesses where members want to be passive investors or when specialized management expertise is required. The agreement, governed by state LLC laws, comprehensively outlines the company's management structure, operational procedures, member rights, capital contributions, profit distributions, and transfer restrictions. It includes essential provisions for manager appointment, duties, and authority limits, while protecting members' interests and limited liability status. This type of agreement is commonly used in larger LLCs, real estate ventures, and professional service firms where centralized, professional management is desired.
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1. Parties: Identifies the LLC and all initial members entering into the agreement
2. Background: Explains the purpose of forming the LLC and the intent to operate as a manager-managed entity
3. Definitions: Defines key terms used throughout the agreement
4. Formation and Name: Details of LLC formation, registered name, and principal place of business
5. Purpose and Powers: States the LLC's business purpose and general powers
6. Management Structure: Establishes manager-managed structure, appointment process, and manager powers
7. Manager Duties and Responsibilities: Outlines specific duties, authority limits, and fiduciary responsibilities of managers
8. Member Rights and Obligations: Details member voting rights, meetings, and general obligations
9. Capital Contributions: Specifies initial and additional capital contribution requirements
10. Allocations and Distributions: Explains how profits, losses, and distributions are handled
11. Transfer Restrictions: Rules regarding transfer of membership interests
12. Withdrawal and DisĂÜĚŇÖ±˛Ą: Procedures for member withdrawal and company disĂÜĚŇÖ±˛Ą
13. Books and Records: Requirements for maintaining company records and member access rights
14. Tax Matters: Tax classification choice and related procedures
15. General Provisions: Standard legal provisions including amendments, notices, and governing law
1. Special Voting Rights: Used when certain members or classes have different voting rights
2. Competing Activities: Include when members may have other business interests that could compete
3. Buy-Sell Provisions: Detailed procedures for buying out members in specific circumstances
4. Intellectual Property Rights: Important for LLCs focused on technology or creative work
5. Confidentiality: Detailed confidentiality provisions for sensitive business information
6. Insurance Requirements: Specific insurance obligations for high-risk businesses
7. Industry-Specific Provisions: Special provisions required for regulated industries
8. International Operations: Additional provisions for LLCs operating internationally
9. Professional Services: Special provisions for professional service LLCs
10. Multiple Classes of Members: Used when creating different classes of membership interests
1. Schedule A - Member Information: Details of members, their capital contributions, and membership interests
2. Schedule B - Initial Managers: List of initial managers and their contact information
3. Schedule C - Capital Accounts: Detailed tracking of member capital accounts
4. Schedule D - Property Contributions: Description and valuation of any property contributed to the LLC
5. Appendix 1 - Voting Procedures: Detailed procedures for member and manager voting
6. Appendix 2 - Tax Allocations: Specific procedures for special tax allocations
7. Appendix 3 - Valuation Methods: Agreed methods for valuing LLC interests
8. Appendix 4 - Management Fee Structure: Details of manager compensation and fee arrangements
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