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Amended And Restated Limited Liability Company Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Amended And Restated Limited Liability Company Agreement

"I need an Amended and Restated Limited Liability Company Agreement for our UAE-based technology company to reflect the addition of two new shareholders and update our management structure, with the changes to take effect from March 1, 2025."

Document background
The Amended And Restated Limited Liability Company Agreement is a crucial document used when an LLC operating in the UAE needs to update its governing document to reflect significant changes in its structure, operations, or stakeholder arrangements. This comprehensive agreement becomes necessary when multiple amendments have been made to the original LLC agreement, making it more efficient to consolidate all changes into a single, clear document. It must comply with UAE Federal Decree-Law No. 32 of 2021 and includes detailed provisions on capital structure, management rights, profit distribution, and transfer restrictions. This document type is particularly relevant when companies undergo substantial changes such as admitting new shareholders, restructuring management, or updating operational procedures, providing a fresh starting point for all stakeholders while maintaining legal continuity of the business.
Suggested Sections

1. Parties: Identification of all members/shareholders of the LLC with their full details as required under UAE law

2. Background: Context of the original LLC agreement and reason for amendment and restatement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Effect of Amendment and Restatement: Clarification that this agreement amends and restates the previous LLC agreement in its entirety

5. Company Formation and Purpose: Details of the LLC's formation, trade name, and business objectives as per UAE requirements

6. Capital Structure: Share capital details, allocation of shares, and rules regarding capital increases/decreases

7. Management Structure: Appointment and powers of managers, management procedures, and decision-making processes

8. General Assembly: Procedures for general assembly meetings, voting rights, and quorum requirements

9. Share Transfer Restrictions: Rules governing the transfer of shares, including statutory pre-emptive rights

10. Financial Matters: Provisions regarding accounts, audits, distributions, and maintenance of financial records

11. Term and Termination: Duration of the LLC and circumstances leading to termination

12. Dissolution and Liquidation: Procedures for company dissolution and asset distribution

13. Governing Law and Dispute Resolution: Specification of UAE law governance and dispute resolution mechanisms

14. Miscellaneous: Standard provisions including notices, amendments, and severability

Optional Sections

1. Shariah Compliance: Required if the LLC needs to operate in accordance with Islamic law principles

2. Intellectual Property Rights: Needed if the LLC owns or deals with significant IP assets

3. Non-Competition and Confidentiality: Important for businesses with trade secrets or competitive concerns

4. Tag-Along and Drag-Along Rights: Required for LLCs with sophisticated shareholders wanting exit right protections

5. Special Purpose Vehicle Provisions: Necessary if the LLC is established as an SPV for specific projects

6. Branch Operations: Required if the LLC operates branches in different emirates

7. Preferred Rights: Needed if certain shareholders have special voting or dividend rights

Suggested Schedules

1. Schedule 1 - Details of Members: Comprehensive information about all members including shareholding percentages

2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of capital contributions by each member

3. Schedule 3 - Company Business Plan: Initial or updated business plan of the LLC

4. Schedule 4 - Amendments to Original Agreement: Summary of material changes from the original LLC agreement

5. Schedule 5 - Management Procedures: Detailed procedures for management meetings and decision-making

6. Schedule 6 - Key Performance Indicators: Specific performance metrics and targets for the LLC

7. Appendix A - Trade License: Copy of current trade license and commercial registration

8. Appendix B - Powers of Attorney: Copies of any relevant powers of attorney

9. Appendix C - Specimen Signatures: Authorized signatures of members and managers

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Real Estate & Construction

Trading & Import/Export

Technology & Software

Professional Services

Manufacturing & Industrial

Healthcare & Pharmaceuticals

Retail & Consumer Goods

Financial Services

Hospitality & Tourism

Energy & Resources

Transportation & Logistics

Media & Entertainment

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Executive Leadership

Risk Management

Corporate Secretariat

Shareholder Relations

Business Development

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Managing Director

Board Member

Shareholder Relations Manager

Compliance Officer

Legal Director

Finance Director

Company Secretary

Corporate Governance Manager

Risk Manager

Operations Director

Business Development Manager

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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