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Amended And Restated Operating Agreement Template for Malaysia

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Key Requirements PROMPT example:

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."

Document background
The Amended And Restated Operating Agreement is utilized when a company needs to substantially update its existing operating agreement while maintaining legal continuity. This document becomes necessary when multiple amendments have been made to the original operating agreement, making it difficult to track all changes, or when significant operational or structural changes require a comprehensive update. Under Malaysian law, this agreement consolidates all previous amendments and new changes into a single, clear document that complies with the Companies Act 2016 and other relevant Malaysian legislation. It typically includes detailed provisions about company management, capital structure, member rights and obligations, profit distribution, and governance procedures, serving as the primary document governing the internal operations of the company.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 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

Technology

Manufacturing

Real Estate

Professional Services

Financial Services

Healthcare

Retail

Construction

Energy

Telecommunications

Hospitality

Agriculture

E-commerce

Education

Transportation and Logistics

Relevant Teams

Legal

Corporate Secretarial

Executive Leadership

Finance

Compliance

Risk Management

Corporate Governance

Board of Directors

Operations

Business Development

Relevant Roles

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

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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