The Limited Liability Operating Agreement is essential when establishing an LLP in Singapore, providing the framework for partner relationships and business operations. This document is crucial for businesses seeking to combine partnership flexibility with limited liability protection under Singapore law. It details capital contributions, profit distribution, management structure, partner rights and obligations, and dissolution procedures. The agreement must comply with Singapore's Limited Liability Partnerships Act 2005 and ACRA requirements, making it suitable for professional services, trading companies, and various other business ventures requiring multiple partners with defined roles and responsibilities.
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1. Parties: Identification and details of all partners/members
2. Background: Context and purpose of establishing the LLP
3. Definitions: Key terms used tHRoughout the agreement
4. Formation and Name: Details of LLP establishment and business name
5. Capital Contributions: Initial and ongoing capital requirements
6. Profit and Loss Distribution: Method of allocating profits and losses
7. Management Structure: Governance and decision-making processes
8. Partners' Rights and Obligations: Core responsibilities and entitlements
9. Meetings and Voting: Procedures for partner meetings and voting
10. Dissolution and Termination: Process for winding up the LLP
1. Non-Competition: Restrictions on competitive activities - include when partners may have competing interests
2. Intellectual Property Rights: IP ownership and usage rights - include when LLP creates or uses significant IP
3. International Operations: Rules for foreign operations - include when operating across borders
4. Insurance Requirements: MaNDAtory insurance coverage - include for high-risk industries
1. Schedule 1: Initial Capital Contributions: Detailed breakdown of partners' initial investments
2. Schedule 2: Profit Sharing Ratios: Specific percentages for profit distribution
3. Schedule 3: Management Structure: Detailed organizational chart and responsibilities
4. Appendix A: Partner Information: Detailed partner information and contact details
5. Appendix B: Business Plan: Initial business plan and objectives
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