LLC Agreement (Two Member, Managing Member-Managed)

by Practical Law Corporate & Securities

A Standard Document that provides a comprehensive template for a Delaware limited liability company (LLC) agreement, specifically designed for a two-member, managing member-managed LLC formed to execute a joint venture transaction. This document outlines the operational and management framework, including capital contributions, allocations of net income and net loss, and membership interests. It details the roles and responsibilities of the managing member and non-managing member, emphasizing the importance of maintaining capital accounts in compliance with Treasury regulations. The agreement includes provisions for additional capital contributions, deadlock resolution, indemnification, and exculpation of members, while allowing for the elimination of default fiduciary duties. It addresses transfer restrictions, confidentiality obligations, and the process for dissolution and liquidation. This template is tailored to ensure compliance with Delaware law and offers flexibility in governance and operations, making it a valuable resource for structuring joint ventures within the jurisdiction.