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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."
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
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
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
Professional Services
Real Estate
Manufacturing
Technology
Retail
Healthcare
Construction
Financial Services
Hospitality
Mining
Agriculture
Consulting
Education
Transport and Logistics
Legal
Corporate Governance
Executive Leadership
Board of Directors
Company Secretariat
Compliance
Risk Management
Corporate Affairs
Business Development
Human Resources
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
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