[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"detail-sidebar-cat-1-en-105":3,"doc-seo-282259-105":53,"doc-detail-282259-en":127},{"code":4,"msg":5,"data":6},0,"success",[7,14,19,24,29,34,39,44,49],{"id":8,"doc_module":9,"doc_module_name":10,"category_name":11,"show_sort_weight":12,"slug":13},11,1,"Template","Presentations",90,"presentations",{"id":15,"doc_module":9,"doc_module_name":10,"category_name":16,"show_sort_weight":17,"slug":18},12,"Resumes",80,"resumes",{"id":20,"doc_module":9,"doc_module_name":10,"category_name":21,"show_sort_weight":22,"slug":23},14,"Invoices",70,"invoices",{"id":25,"doc_module":9,"doc_module_name":10,"category_name":26,"show_sort_weight":27,"slug":28},15,"Posters",60,"posters",{"id":30,"doc_module":9,"doc_module_name":10,"category_name":31,"show_sort_weight":32,"slug":33},16,"Social Media",50,"social-media",{"id":35,"doc_module":9,"doc_module_name":10,"category_name":36,"show_sort_weight":37,"slug":38},17,"Forms",40,"forms",{"id":40,"doc_module":9,"doc_module_name":10,"category_name":41,"show_sort_weight":42,"slug":43},18,"Letters",30,"letters",{"id":45,"doc_module":9,"doc_module_name":10,"category_name":46,"show_sort_weight":47,"slug":48},21,"Paper Templates",5,"papers-templates",{"id":50,"doc_module":9,"doc_module_name":10,"category_name":51,"show_sort_weight":4,"slug":52},158,"General","general-158",{"code":4,"msg":54,"data":55},"ok",{"site_id":56,"language":57,"slug":58,"title":59,"keywords":60,"description":61,"schema_data":62,"social_meta":120,"head_meta":122,"extra_data":124,"updated_unix":126},105,"en","llc-agreement-multi-member-manager-managed","LLC Agreement - Multi-Member, Manager-Managed","","Long-form US LLC operating agreement for investment transactions involving multiple members, with governance by a board of managers typically controlled by a private equity sponsor. 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This isone example of the thousands of other up to date, available resources like Practice Notes, Standard Documents, Checklists, Toolkits, and more, that can be accessed as part of a subscription to Practical Law.  \nTo learn about our subscription offerings or to request a free trial, [visit TryPracticalLaw.com](visit TryPracticalLaw.com).  \nA long-form US LLC agreement to be used in connection with an investment transaction with multiple members (such as a private equity buyout) . This Standard Document assumes an agreement among multiple members with a board of managers controlled by a private equity sponsor. This Standard Document includes integrated notes with important explanations and drafting and negotiating tips.  \nDRAFTING NOTE: READ THIS BEFORE USING DOCUMENT  \nA limited liability company operating agreement (LLC agreement) is an agreement among the members of a limited liability company (LLC) that governs the operation of the LLC, including the members’ contractual rights, obligations, and restrictions relating to their membership interests in the company. The LLC agreement, together with the company’s certificate of formation, are the basic documents for the formation of an LLC (see Forming an LLC Checklist (2-381-1369)) . The principal advantages of forming an LLC and entering into an LLC agreement include:  \n􀂄 The flexibility to describe the entire relationship of the parties, includingthe economics of the venture and any fiduciary duties, by contract, without being governed by a mandatory statutory scheme. Unlike state corporation statutes, most state LLC statutes primarily contain default provisions that can be altered by agreement among the members (with some mandatory provisions that cannot be altered).  \n􀂄 The liability of members of an LLCis limited like that of a corporation’s stockholders. Unlike the partners of a (general) partnership, the members of  \n© 2020 Thomson Reuters. All rights reserved.  \nLLC Agreement (Multi-Member, Manager-Managed)  \nan LLC are generally not personally liable for the debts and obligations of the LLC.  \n􀂄 For US tax purposes, an LLC may be treated as a partnership, or passthrough entity, which is not taxed at the entity level, but passes the company’s profits and losses through to the members. For a discussion of the US federal income tax rules that apply to US entities taxed as partnerships, see Practice Note, Taxation of Partnerships (W-000-6885) .  \nFor a more detailed discussion of the advantages of LLCs and LLC agreements, see Practice Notes, LLC Agreement Commentary (1-381-0515) and Choice of Entity: Tax Issues (1-382-9949) and Checklist, Choosing an Entity Comparison Chart (7-381-0701).  \nASSUMPTIONS USED IN THIS DOCUMENT  \nThis Standard Document is drafted on the basis of several important assumptions. Some of these assumptions relate to the differences between LLC agreements for operating companies and LLC agreements for holding companies. Others are relevant considerations for LLC agreements in any transaction context.  \nGeneral Assumptions and Drafting Considerations  \n􀂄 Multiple members. This Standard Document is an LLC agreement fora company with multiple members. Although the drafting notes frequently describe the different approaches taken by joint ventures and multiple-member LLCs to various issues, the body of the agreement in this Standard Document isnot meant to be used for a joint venture between two parties. For an example of an LLC agreement written for a two-party joint venture, see Standard Document, LLC Agreement (Operating Company)(6-520-9727).  \n􀂄 Delaware law. This Standard Document assumes that the company has been formed in Delaware. This is an important assumption not only for the use of corr","cbCainxFAPG7SQc7","https://ap.wps.com/l/cbCainxFAPG7SQc7","pdf",1098752,"English","# Assumptions Used in This Document\n## General Assumptions and Drafting Considerations","[{\"question\":\"What is an LLC agreement and what does it govern?\",\"answer\":\"An LLC agreement is an operating agreement among the members that governs how the LLC operates, including members’ contractual rights, obligations, and restrictions relating to membership interests.\"},{\"question\":\"What key assumptions does the document make about the structure?\",\"answer\":\"The document assumes an LLC with multiple members and describes different drafting approaches for certain issues, while noting the body is not intended for a two-party joint venture form.\"},{\"question\":\"Why does the document assume Delaware law?\",\"answer\":\"It assumes Delaware formation to ensure correct terminology and because Delaware LLC statutes and common law provide significant freedom of contract and the most developed regime for LLCs.\"}]","LLC Agreement - Multi-Member, Manager-Managed | PDF",1789571112]