LLC Agreement (50/50 Joint Venture, Board-Managed)

by Practical Law Corporate & Securities

A Standard Document that is a long-form limited liability company (LLC) agreement for a Delaware LLC formed to conduct a 50-50 joint venture (JV). This agreement establishes a governance framework for an LLC with two members, each holding a 50% interest and appointing an equal number of representatives to a board of managers. This Standard Document outlines key operational and structural elements, including initial and additional capital contributions and remedies for a member's failure to fund. It addresses critical exit and dispute resolution mechanisms, such as a buy-sell provision to resolve board deadlock and a put-call option exercisable upon a member's change of control. This agreement also details restrictions on the transfer of membership interests, allocation of profits and losses, and distributions. The agreement contains provisions that eliminate default fiduciary duties, replacing them with a specific contractual standard of care, and provides for broad exculpation and indemnification, in addition to essential tax matters.