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Manager Managed Operating Agreement Template for Malaysia

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Key Requirements PROMPT example:

Manager Managed Operating Agreement

"I need a Manager Managed Operating Agreement for a new technology startup in Kuala Lumpur, with three managing members and five passive investors, including provisions for future funding rounds and intellectual property protection."

Document background
The Manager Managed Operating Agreement serves as the foundational document for companies in Malaysia opting for a professional management structure distinct from member control. This document becomes essential when businesses seek to separate ownership from day-to-day management, particularly in scenarios involving multiple investors or when professional management expertise is required. The agreement, governed by Malaysian law including the Companies Act 2016, comprehensively addresses management authority, member rights, capital structure, profit distribution, and governance procedures. It's particularly crucial for companies transitioning from founder-led to professional management structures, or when establishing new ventures with clear management hierarchies.
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, including company formation details

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

4. Company Formation and Purpose: Details about the company's establishment, business purpose, and principal place of business

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

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

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

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

9. Distributions: Rules and procedures for profit distributions and capital returns

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

11. Books, Records and Accounting: Requirements for maintaining company records and financial statements

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

13. Termination and Dissolution: Processes for company dissolution and winding up

14. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution

Optional Sections

1. Restrictive Covenants: Non-compete and confidentiality provisions, used when specific protection of company interests is required

2. Intellectual Property: Provisions dealing with IP ownership and usage, important for technology or creative businesses

3. Islamic Finance Compliance: Specific provisions ensuring Shariah compliance, used when required by company or members

4. Foreign Investment Provisions: Additional clauses dealing with foreign ownership and compliance, needed when foreign investors are involved

5. Special Purpose Vehicle Provisions: Specific provisions for SPV structures, used when company is formed for specific project or purpose

6. Environmental Compliance: Additional provisions for environmental requirements, important for companies in relevant industries

Suggested Schedules

1. Schedule 1 - Members' Information: Details of all members including contact information and initial capital contributions

2. Schedule 2 - Managers' Information: Details of appointed managers including qualifications and contact information

3. Schedule 3 - Share Capital and Shareholding Structure: Detailed breakdown of share capital and ownership structure

4. Schedule 4 - Business Plan: Initial business plan and operational guidelines

5. Schedule 5 - Management Policies: Detailed management procedures and policies

6. Appendix A - Form of Resolution: Standard templates for company resolutions

7. Appendix B - Transfer Instruments: Standard forms for transfer of membership interests

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

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Relevant Industries

Manufacturing

Technology

Professional Services

Real Estate

Retail

Healthcare

Financial Services

Construction

Hospitality

Import/Export

Agriculture

Education

Relevant Teams

Legal

Corporate Secretarial

Executive Leadership

Board of Directors

Compliance

Finance

Operations

Corporate Governance

Risk Management

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Board Member

General Manager

Operations Director

Chief Financial Officer

Legal Counsel

Compliance Officer

Business Development Manager

Department Head

Regional Manager

Investment Manager

Corporate Governance Officer

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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