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Limited Liability Operating Agreement Template for Malaysia

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Key Requirements PROMPT example:

Limited Liability Operating Agreement

"I need a Limited Liability Operating Agreement for a tech startup in Kuala Lumpur with three founding members and potential foreign investors, including specific provisions for intellectual property protection and future funding rounds."

Document background
The Limited Liability Operating Agreement is a fundamental document required when establishing or restructuring a limited liability company in Malaysia. It's essential for businesses seeking to operate under Malaysian jurisdiction while maintaining clear governance structures and protecting member interests. This document becomes particularly crucial when multiple parties are involved in the business venture, as it clearly defines roles, responsibilities, and rights under Malaysian law. The agreement must comply with the Companies Act 2016 and other relevant Malaysian legislation, making it suitable for both local and foreign investors looking to establish or maintain business operations in Malaysia. It typically includes detailed provisions for company management, capital structure, profit distribution, and dispute resolution mechanisms, while allowing flexibility to accommodate specific business needs and growth plans.
Suggested Sections

1. Parties: Identifies all members/parties entering into the operating agreement

2. Background: Provides context for the agreement and formation of the company

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

4. Formation and Name: Details of company formation, registered name, and business address

5. Purpose and Powers: Company's business purpose and scope of authorized activities

6. Capital Contributions: Initial and subsequent capital contributions by members

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

8. Management Structure: Management framework, roles, and decision-making processes

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

10. Financial Affairs: Financial management, accounting practices, and fiscal year definition

11. Distributions: Rules for profit distribution and handling of losses

12. Transfer of Interests: Procedures and restrictions for transferring membership interests

13. Exit Provisions: Processes for member withdrawal, expulsion, or company dissolution

14. Confidentiality: Protection of company and member confidential information

15. Dispute Resolution: Procedures for resolving internal disputes

16. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law

Optional Sections

1. Intellectual Property: Required when the company owns or develops significant IP assets

2. Non-Competition: Include when members need to be restricted from competing activities

3. Employee Management: Necessary for companies planning to have employees

4. Foreign Investment Provisions: Required when foreign investors are involved

5. Special Purpose Vehicle Provisions: Include for companies formed for specific projects or ventures

6. Digital Assets Management: Required for companies with significant digital operations

7. Environmental Compliance: Include for businesses with environmental impact considerations

8. Shariah Compliance: Required for Islamic-compliant business operations

Suggested Schedules

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

2. Schedule 2: Capital Structure: Detailed breakdown of capital contributions and membership interests

3. Schedule 3: Business Plan: Initial business plan and operational strategy

4. Schedule 4: Management Procedures: Detailed management protocols and decision-making processes

5. Schedule 5: Approved Signatories: List of authorized signatories and their signing powers

6. Appendix A: Company Forms: Standard forms for company processes (e.g., transfer of interest forms)

7. Appendix B: Consent Requirements: Matrix of decisions requiring different levels of member approval

8. Appendix C: Valuation Methods: Agreed methods for valuing membership interests

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

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Relevant Industries

Technology

Manufacturing

Real Estate

Professional Services

Retail

Healthcare

Financial Services

Education

Construction

Agriculture

E-commerce

Hospitality

Logistics

Consulting

Energy

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Business Development

Corporate Affairs

Investment Relations

Operations

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Business Development Manager

Investment Manager

Compliance Officer

Board Director

Corporate Governance Officer

Risk Manager

Operations Director

Partnership Manager

Shareholder Relations Manager

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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