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The Manager Managed Operating Agreement is essential for businesses operating in Ireland that wish to separate ownership from management control. This structure is particularly useful for companies where members/shareholders prefer to delegate day-to-day operations to professional managers while maintaining oversight through voting rights on major decisions. The document comprehensively addresses management appointment, powers, duties, capital structure, profit distribution, and governance mechanisms in compliance with Irish law, particularly the Companies Act 2014. It's commonly used by growing businesses, professional services firms, and companies with diverse ownership seeking professional management. The agreement provides clarity on decision-making authority, protects both managers' and members' interests, and establishes clear operational guidelines while maintaining flexibility for business growth.

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

2. Background: Provides context for the agreement and company formation

3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules

4. Company Formation: Details about the company's establishment, name, registered office, and purpose

5. Management Structure: Outlines the manager-managed structure, appointment process, and scope of authority

6. Powers and Duties of Managers: Comprehensive list of managers' powers, responsibilities, and limitations

7. Members' Rights and Obligations: Details members' rights, voting powers, and obligations

8. Capital Contributions: Specifies initial and additional capital contribution requirements

9. Distributions: Rules governing profit distributions and dividend policies

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

11. Transfer of Interests: Rules regarding transfer of membership interests and restrictions

12. Financial Affairs: Financial management, accounting practices, and reporting requirements

13. Confidentiality: Provisions protecting company and member confidential information

14. Term and Termination: Duration of the agreement and termination procedures

15. Dissolution and Winding Up: Procedures for company dissolution and asset distribution

16. General Provisions: Standard legal provisions including notices, amendments, governing law