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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."
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
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
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
Technology
Manufacturing
Real Estate
Professional Services
Retail
Healthcare
Financial Services
Education
Construction
Agriculture
E-commerce
Hospitality
Logistics
Consulting
Energy
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Risk Management
Business Development
Corporate Affairs
Investment Relations
Operations
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
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