Limited Liability Company Agreement
(Joint Venture, DE)

Summary

This limited liability company agreement should be used in a joint venture between two or more entities that have formed a Delaware limited liability company (LLC) as their venture vehicle. This agreement provides for separate capital accounts for each member. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. When drafting an LLC agreement for a joint venture, counsel should consider, among other things, whether the management should be structured as manager/member managed with one manager in control; manager/member managed with joint control; manager/member managed with one member in control subject to certain major decision rights; or a board of managers. This draft is designed for a board of directors to manage the company, with the power to appoint officers and delegate responsibility, which mirrors the organizational structure of corporations. For additional information, see Joint Venture Transactions Training Presentation, Joint Venture Resource Kit, Key Provisions in Joint Venture Agreements, Exit Provisions in Limited Liability Company Operating Agreements, Joint Venture Structuring and Planning — Basic Forms of Joint Ventures, and Tax Issues When Entering into Joint Venture LLCs.