The Limited Liability Company Operating Agreement Single Member is a crucial document for entrepreneurs and business owners establishing a single-member LLC in Hong Kong. This agreement is essential when an individual wants to operate a business with the protection of limited liability while maintaining sole ownership and control. It must comply with the Hong Kong Companies Ordinance (Cap. 622) and related regulations, providing a comprehensive framework for company operations, management decisions, capital structure, and business succession planning. The document becomes particularly important for demonstrating proper corporate governance to banks, business partners, and regulatory authorities, while also providing clarity on business operations and protecting the owner's personal assets from business liabilities.
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1. Parties: Identifies the single member and the company as parties to the agreement
2. Background: Sets out the context of the agreement, including the company's formation and the purpose of the operating agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Formation and Name: Details of company registration, business name, and registered office
5. Purpose and Powers: The company's business objectives and general powers
6. Capital Contributions: Details of initial and any subsequent capital contributions by the single member
7. Distributions: Rules governing profit distributions and capital returns
8. Management and Control: Structure for company management, decision-making processes, and appointment of officers
9. Member's Rights and Obligations: Rights, powers, and duties of the single member
10. Transfer Restrictions: Rules regarding transfer of membership interests and admission of new members
11. Records and Accounts: Requirements for maintaining company records, accounts, and financial statements
12. Dissolution and Winding Up: Procedures for company dissolution and asset distribution
13. General Provisions: Standard clauses including notices, amendments, governing law, and entire agreement
1. Business Plan: Detailed business objectives and strategies - include when specific business plans need to be incorporated into the agreement
2. Succession Planning: Provisions for business continuation upon death or incapacity - important for single-member LLCs with specific succession wishes
3. Intellectual Property Rights: Provisions regarding IP ownership and protection - include when the business involves significant IP assets
4. Employment Matters: Rules regarding employment of the member and key personnel - include when the member will be employed by the company
5. Financing Arrangements: Provisions for future financing and capital raising - include when external financing is anticipated
6. Compliance Procedures: Specific compliance requirements for regulated industries - include when operating in regulated sectors
1. Schedule 1 - Company Details: Key company information including registration number, registered office, and initial officers
2. Schedule 2 - Initial Capital Contribution: Detailed breakdown of the member's initial capital contribution including valuation of non-cash assets
3. Schedule 3 - Business Rules and Procedures: Specific operational procedures and internal regulations
4. Schedule 4 - Reserved Matters: List of decisions requiring special documentation or procedure
5. Appendix A - Initial Business Plan: Optional detailed business plan and financial projections
6. Appendix B - Power of Attorney: Optional power of attorney arrangements for company operations
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