LLC Agreement (Majority/Minority 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 joint venture (JV). This agreement is structured for a two-party JV between a member owning a majority interest in the LLC and the other a minority interest. It establishes a board-managed governance structure, where each member has the right to appoint a specified number of managers. This Standard Document addresses key operational and strategic considerations, including initial and additional capital contributions and the consequences of a member's failure to fund. It provides minority member protections through supermajority approval rights over specified entity actions. The agreement also includes robust mechanisms for navigating potential deadlocks through a detailed buy-sell provision and outlines exit strategies, such as a put-call option triggered by a member's change of control. Furthermore, this Standard Document addresses the waiver of fiduciary duties, exculpation, and indemnification, in addition to essential tax matters.