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Member Managed LLC Operating Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Member Managed LLC Operating Agreement

"I need a Member Managed LLC Operating Agreement for a technology startup in Dubai with three international founders, with specific provisions for intellectual property protection and a planned Series A funding round in March 2025."

Document background
The Member Managed LLC Operating Agreement is a foundational document required when establishing a Limited Liability Company in the United Arab Emirates where the members themselves, rather than appointed managers, will manage the company's operations. This document is essential for businesses seeking to operate under UAE jurisdiction and must comply with Federal Law No. 2 of 2015 and relevant emirate-level regulations. It details critical aspects such as capital contributions, profit distribution, voting rights, transfer restrictions, and management responsibilities. The agreement is particularly important in the UAE context as it must balance local legal requirements with member-management flexibility while ensuring compliance with local ownership rules and commercial regulations.
Suggested Sections

1. Parties: Identification of all founding members of the LLC, including full legal names, addresses, and nationality

2. Background: Context of the LLC formation, business purpose, and intent of the members

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Formation and Name: Details of LLC formation, trade name, and registered office location

5. Purpose and Powers: Company's business objectives and permitted activities under UAE law

6. Capital Contributions: Initial and subsequent capital contributions, valuation of non-cash contributions

7. Membership Interests: Allocation of ownership percentages and classes of membership interests

8. Management Structure: Management rights, voting powers, and decision-making procedures

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

10. Distributions and Allocations: Profit/loss distribution methods and timing

11. Books and Records: Requirements for maintaining company records and member access rights

12. Transfer Restrictions: Limitations on transferring membership interests and right of first refusal

13. Withdrawal and Dissolution: Procedures for member withdrawal and company dissolution

14. Amendments: Process for modifying the operating agreement

15. Governing Law and Jurisdiction: UAE law applicability and dispute resolution procedures

Optional Sections

1. Tax Matters: Include when members need specific tax allocation provisions or when foreign members are involved

2. Intellectual Property Rights: Include when the LLC will develop or own significant IP assets

3. Non-Competition and Confidentiality: Include when protecting trade secrets or preventing member competition is crucial

4. Key Man Insurance: Include when the business relies heavily on specific members

5. Family Succession Rights: Include when members want to establish inheritance rules for family businesses

6. Islamic Finance Compliance: Include when the LLC needs to ensure Shariah compliance

7. Branch Operations: Include when the LLC plans to operate branches in different emirates

Suggested Schedules

1. Schedule 1 - Member Details: Detailed information about members including contact details and initial capital contributions

2. Schedule 2 - Initial Business Plan: Detailed business objectives, strategy, and financial projections

3. Schedule 3 - Capital Contribution Schedule: Detailed breakdown of each member's capital contributions, including timing and form

4. Schedule 4 - Authorized Signatories: List of members authorized to sign various documents on behalf of the LLC

5. Schedule 5 - Reserved Matters: List of decisions requiring special majority or unanimous consent

6. Appendix A - Form of Transfer Notice: Template for notifying transfer of membership interests

7. Appendix B - Voting Procedures: Detailed procedures for different types of voting scenarios

8. Appendix C - Valuation Methods: Agreed methods for valuing membership interests in various scenarios

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
































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Relevant Industries

Retail

Professional Services

Manufacturing

Technology

Real Estate

Trading

Hospitality

Construction

Healthcare

Education

Consulting

Food and Beverage

E-commerce

Media and Entertainment

Logistics

Relevant Teams

Legal

Corporate Secretarial

Compliance

Finance

Operations

Executive Leadership

Business Development

Corporate Affairs

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Managing Director

Business Owner

Entrepreneur

Legal Counsel

Corporate Lawyer

Company Secretary

Chief Financial Officer

Business Development Manager

Operations Director

Partner

Founder

Corporate Services Manager

Compliance Officer

General Counsel

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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