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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."
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
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
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
Manufacturing
Technology
Professional Services
Real Estate
Retail
Healthcare
Financial Services
Construction
Hospitality
Import/Export
Agriculture
Education
Legal
Corporate Secretarial
Executive Leadership
Board of Directors
Compliance
Finance
Operations
Corporate Governance
Risk Management
Business Development
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
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