The Manager Managed LLC Operating Agreement is a crucial document for businesses operating in Nigeria that wish to establish a professional management structure while maintaining member ownership. This agreement becomes essential when business owners want to separate ownership from day-to-day management, allowing professional managers to operate the business while members retain their ownership rights. The document must comply with Nigerian law, particularly the Companies and Allied Matters Act (CAMA) 2020, and includes detailed provisions for capital contributions, profit sharing, management responsibilities, voting rights, and transfer restrictions. It's particularly useful for businesses seeking to scale operations professionally or when owners want to maintain passive investment roles while ensuring professional management of their enterprise.
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1. Parties: Identifies all members and managers of the LLC who are party to the agreement
2. Background: Sets out the context of the agreement, including the purpose of forming the LLC and basic company information
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Formation and Name: Details of LLC formation, registered name, and registration requirements under CAMA 2020
5. Purpose and Powers: States the business purpose and powers of the LLC
6. Principal Place of Business: Specifies the registered office and principal place of business
7. Term: Duration of the LLC and conditions for dissolution
8. Capital Contributions: Details initial and additional capital contributions, valuation methods, and capital accounts
9. Membership Interests: Defines ownership percentages and classes of membership interests
10. Management Structure: Outlines the manager-managed structure, appointment process, and scope of authority
11. Duties and Powers of Managers: Specifies managers' responsibilities, decision-making authority, and limitations
12. Members' Rights and Obligations: Details members' voting rights, meetings, and obligations
13. Meetings and Voting: Procedures for member and manager meetings, voting requirements, and quorum
14. Distributions and Allocations: Rules for profit distribution, loss allocation, and tax distributions
15. Transfer Restrictions: Limitations on transfer of membership interests and right of first refusal
16. Books and Records: Requirements for maintaining company records and member access rights
17. Dissolution and Liquidation: Procedures for winding up the LLC and asset distribution
18. Confidentiality: Provisions protecting company confidential information
19. Dispute Resolution: Procedures for resolving disputes between members and/or managers
20. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Tag-Along Rights: Include when protecting minority members' rights to join in sale transactions
2. Drag-Along Rights: Include when majority members need power to force minority participation in sale
3. Special Industry Provisions: Include specific provisions required for regulated industries
4. International Operations: Include when LLC conducts business internationally
5. Intellectual Property Rights: Include when LLC owns or develops significant IP
6. Environmental Compliance: Include for businesses with environmental impacts
7. Key Man Insurance: Include when requiring life insurance on key managers
8. Special Tax Provisions: Include for complex tax structures or international tax considerations
9. Put and Call Options: Include when members want rights to force sale or purchase of interests
10. Advisory Board: Include when establishing non-manager advisory positions
1. Schedule A - Member Information: Details of members including contact information and initial capital contributions
2. Schedule B - Manager Information: Details of appointed managers including contact information and compensation
3. Schedule C - Capital Contributions: Detailed breakdown of all member capital contributions including valuations
4. Schedule D - Membership Interests: Complete breakdown of ownership percentages and classes of membership interests
5. Schedule E - Management Compensation: Details of manager compensation, bonuses, and benefits
6. Schedule F - Distribution Procedures: Specific procedures and formulas for profit distributions
7. Appendix 1 - Company Formation Documents: Copies of LLC registration and CAMA compliance documents
8. Appendix 2 - Initial Business Plan: Initial business plan and financial projections
9. Appendix 3 - Approved Signatories: List of authorized signatories and their signing powers
10. Appendix 4 - Required Resolutions: Template resolutions for common company actions
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