The Multi-Member LLC Operating Agreement is a fundamental document required when establishing or formalizing a Limited Liability Company with multiple owners in Nigeria. This agreement becomes necessary when two or more individuals or entities decide to form an LLC under Nigerian law, particularly in compliance with CAMA 2020. It serves as the primary internal governance document, outlining the rights, responsibilities, and relationships between members, operational procedures, capital structure, and management framework. The agreement is crucial for preventing future disputes and providing clear guidelines for business operations. It should be customized to reflect specific business needs while ensuring compliance with Nigerian corporate law requirements, tax regulations, and other relevant legislative frameworks.
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1. Parties: Identification and details of all founding members of the LLC
2. Background: Context of the agreement and purpose of forming the LLC
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Formation and Name: Details of company formation, registered name, and business purpose
5. Registered Office and Records: Official address and requirements for maintaining company records
6. Capital Contributions: Initial and subsequent capital contributions by members
7. Membership Interests: Allocation of ownership interests and voting rights
8. Management Structure: Management framework, appointment of managers, and decision-making processes
9. Meetings and Voting: Procedures for member meetings and voting requirements
10. Financial Affairs: Accounting practices, fiscal year, banking, and financial management
11. Distributions: Rules for profit distribution and dividend payments
12. Transfer of Interests: Procedures and restrictions for transferring membership interests
13. Exit Provisions: Procedures for member withdrawal, buyout, or company dissolution
14. Confidentiality: Protection of company and member confidential information
15. Dispute Resolution: Procedures for resolving conflicts between members
16. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law
1. Tag-Along Rights: Provisions allowing minority members to join in sale of majority interests
2. Drag-Along Rights: Provisions allowing majority members to force minority participation in sale
3. Pre-emptive Rights: Rights of existing members to maintain ownership percentage in new issues
4. Non-Compete Provisions: Restrictions on members' involvement in competing businesses
5. Intellectual Property Rights: Ownership and management of company IP assets
6. Foreign Investment Provisions: Special provisions for foreign members, if applicable
7. Environmental Compliance: Environmental obligations for specific industries
8. Special Purpose Vehicle Provisions: For LLCs formed for specific projects or ventures
1. Schedule 1: Member Information: Detailed information about members including contact details and initial capital contributions
2. Schedule 2: Capital Contributions: Detailed breakdown of initial and committed capital contributions
3. Schedule 3: Company Property: List of company assets and properties
4. Schedule 4: Business Plan: Initial business plan and objectives
5. Schedule 5: Management Procedures: Detailed management and operational procedures
6. Appendix A: Voting Procedures: Detailed procedures for different types of votes and meetings
7. Appendix B: Valuation Methods: Agreed methods for valuing company and membership interests
8. Appendix C: Form of Transfer Notice: Template for notification of interest transfer
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