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Amended And Restated Operating Agreement
"I need an Amended and Restated Operating Agreement for my Malaysian technology startup to add three new investor members and update our governance structure to include a formal board of directors, with the changes to take effect from March 1, 2025."
1. Parties: Identification of all parties to the agreement, including the company and all members
2. Background: Context of the original agreement and reasons for amendment and restatement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including both original and new terms
4. Amendment and Restatement: Clear statement that this agreement amends and restates the original agreement in its entirety
5. Company Formation and Purpose: Basic information about the company, its purpose, and principal place of business
6. Capital Contributions: Details of members' capital contributions, both initial and subsequent
7. Membership Interests: Description of membership classes, rights, and ownership percentages
8. Management Structure: Management framework, roles, and responsibilities
9. Voting Rights and Procedures: Decision-making processes and voting requirements
10. Meetings: Procedures for member and management meetings
11. Financial Affairs: Financial management, accounting practices, and distributions
12. Transfer of Interests: Rules regarding transfer of membership interests
13. Exit Provisions: Procedures for member withdrawal, expulsion, or company dissolution
14. Confidentiality: Protection of company and member confidential information
15. Dispute Resolution: Procedures for resolving disputes between members or with the company
16. General Provisions: Miscellaneous legal provisions including governing law, notices, and amendments
1. Special Purpose Vehicle Provisions: Required if the company is set up as an SPV for specific projects or investments
2. Industry-Specific Compliance: Required for regulated industries like financial services or healthcare
3. Intellectual Property Rights: Important for companies with significant IP assets
4. Non-Compete and Non-Solicitation: Required when members need to be restricted from competing activities
5. Islamic Finance Compliance: Required for Shariah-compliant businesses
6. Foreign Ownership Provisions: Required when there are foreign members or specific foreign ownership restrictions
7. Tag-Along and Drag-Along Rights: Important for companies anticipating future sale or investment scenarios
8. Put and Call Options: Optional provisions for forced buy-sell scenarios
1. Schedule 1 - Member Information: Detailed information about all members including contact details and initial capital contributions
2. Schedule 2 - Share Capital and Ownership Structure: Detailed breakdown of share classes and ownership percentages
3. Schedule 3 - Original Agreement Amendments: Detailed list of all amendments made to the original agreement
4. Schedule 4 - Management Structure Chart: Organizational chart and management hierarchy
5. Schedule 5 - Reserved Matters: List of decisions requiring special approval
6. Schedule 6 - Company Assets: Inventory of company assets and their allocation
7. Appendix A - Form of Transfer Notice: Standard form for notifying transfer of membership interests
8. Appendix B - Valuation Methodology: Agreed methods for valuing membership interests
9. Appendix C - Deed of Adherence: Template for new members joining the agreement
Authors
Technology
Manufacturing
Real Estate
Professional Services
Financial Services
Healthcare
Retail
Construction
Energy
Telecommunications
Hospitality
Agriculture
E-commerce
Education
Transportation and Logistics
Legal
Corporate Secretarial
Executive Leadership
Finance
Compliance
Risk Management
Corporate Governance
Board of Directors
Operations
Business Development
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Legal Director
Managing Director
Chief Financial Officer
Board Member
Company Director
Corporate Lawyer
Legal Manager
Compliance Officer
Risk Manager
Operations Director
Business Development Director
Company Secretary
Partner
Shareholder
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