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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."
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
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
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
Retail
Professional Services
Manufacturing
Technology
Real Estate
Trading
Hospitality
Construction
Healthcare
Education
Consulting
Food and Beverage
E-commerce
Media and Entertainment
Logistics
Legal
Corporate Secretarial
Compliance
Finance
Operations
Executive Leadership
Business Development
Corporate Affairs
Risk Management
Strategy
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
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