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Manager Managed Operating Agreement Template for Australia

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Key Requirements PROMPT example:

Manager Managed Operating Agreement

"I need a Manager Managed Operating Agreement for my Sydney-based professional services firm with 5 partners, where we want to appoint an external Managing Director by March 2025, including specific provisions for performance-based compensation and professional indemnity requirements."

Document background
The Manager Managed Operating Agreement is essential for Australian businesses seeking to implement a professional management structure separate from ownership. This document is particularly relevant when business owners want to delegate operational control to professional managers while maintaining strategic oversight and ownership rights. It provides a comprehensive framework for governance, including detailed provisions for management appointment, operational control, financial oversight, and member rights. The agreement ensures compliance with Australian corporate law, including the Corporations Act 2001 (Cth) and relevant state legislation, while establishing clear lines of authority and responsibility between managers and members. This type of agreement is commonly used in medium to large enterprises, professional services firms, and family businesses transitioning to professional management.
Suggested Sections

1. Parties: Identifies all parties to the agreement, including the company, managers, and members

2. Background: Sets out the context and purpose of the agreement

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

4. Formation and Purpose: Details of company formation, business purpose, and term of operations

5. Capital Contributions: Specifies initial and ongoing capital contributions requirements

6. Management Structure: Outlines the manager-managed structure, appointment process, and authority

7. Powers and Duties of Managers: Details the specific powers, responsibilities, and limitations of managers

8. Members Rights and Obligations: Specifies members' rights, voting powers, and obligations

9. Meetings and Voting: Procedures for manager and member meetings, voting requirements

10. Financial Management: Financial reporting, accounting practices, and distribution policies

11. Transfer of Interests: Rules governing the transfer of membership interests

12. Exit Provisions: Procedures for member withdrawal, removal, and company dissolution

13. Dispute Resolution: Process for resolving disputes between parties

14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

Optional Sections

1. Intellectual Property: Required when the business involves significant IP assets or development

2. Confidentiality: Detailed confidentiality provisions for businesses with sensitive information

3. Non-Competition: Restrictions on competitive activities, used when protecting market position

4. Insurance Requirements: Specific insurance obligations beyond standard coverage

5. Employee Management: Required for businesses with significant employment responsibilities

6. International Operations: Needed for businesses operating across multiple jurisdictions

7. Special Purpose Vehicles: For arrangements involving specific project or asset management

8. Tax Provisions: Detailed tax planning and allocation provisions for complex structures

Suggested Schedules

1. Schedule 1 - Initial Members and Capital Contributions: Details of all members and their initial capital contributions

2. Schedule 2 - Management Structure and Responsibilities: Detailed outline of management positions and duties

3. Schedule 3 - Business Plan: Initial business plan and strategic objectives

4. Schedule 4 - Fee Structure: Management fees and compensation structure

5. Schedule 5 - Approved Budget: Initial approved operating budget

6. Appendix A - Voting Procedures: Detailed voting procedures and requirements

7. Appendix B - Financial Reporting Templates: Standard templates for required financial reports

8. Appendix C - Compliance Checklist: Regulatory and operational compliance requirements

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

Relevant legal definitions
















































Clauses



































Relevant Industries

Professional Services

Real Estate

Manufacturing

Technology

Retail

Healthcare

Construction

Financial Services

Hospitality

Mining

Agriculture

Consulting

Education

Transport and Logistics

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Company Secretariat

Compliance

Risk Management

Corporate Affairs

Business Development

Human Resources

Relevant Roles

Chief Executive Officer

Managing Director

Chief Operating Officer

Company Secretary

General Manager

Operations Manager

Legal Counsel

Corporate Lawyer

Business Development Manager

Finance Director

Board Member

Compliance Officer

Risk Manager

Human Resources Director

Department Head

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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