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Operating Agreement For Incorporation
"I need an Operating Agreement For Incorporation for a Malaysian technology startup with three founding members, planning to launch in March 2025, with specific provisions for intellectual property protection and future investor participation."
1. Parties: Identifies all members/shareholders entering into the agreement and their respective details
2. Background: Sets out the context of the agreement, including the company's formation purpose and business objectives
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Company Formation: Details of the company's establishment, business name, registered office, and business purposes
5. Capital Contributions: Specifies initial and subsequent capital contributions, and the process for additional capital calls
6. Membership Interests: Details the allocation of ownership interests, voting rights, and profit-sharing ratios
7. Management Structure: Outlines the management framework, including appointment of directors, officers, and their respective powers
8. Meetings and Voting: Procedures for member and director meetings, voting requirements, and quorum rules
9. Financial Affairs: Covers accounting practices, fiscal year, banking, financial statements, and audit requirements
10. Distributions: Rules governing profit distributions, dividend policies, and reinvestment requirements
11. Transfer of Interests: Procedures and restrictions for transferring membership interests, including right of first refusal
12. Termination and Dissolution: Circumstances and procedures for terminating the agreement or dissolving the company
13. Governing Law and Dispute Resolution: Specifies Malaysian law as governing law and outlines dispute resolution procedures
14. General Provisions: Standard clauses including notices, amendments, severability, and entire agreement provisions
1. Intellectual Property Rights: Required when the company will develop or manage significant IP assets, detailing ownership and protection measures
2. Non-Compete and Confidentiality: Important for businesses with trade secrets or when members may have competing interests
3. Tag-Along and Drag-Along Rights: Useful for companies anticipating future sale or investment opportunities
4. Put and Call Options: Include when members want specific exit rights or purchase options
5. Islamic Finance Compliance: Required for Shariah-compliant businesses or when dealing with Islamic banking institutions
6. Foreign Ownership Provisions: Necessary when foreign investors are involved, addressing compliance with Malaysian foreign ownership restrictions
7. Digital Assets Management: Important for tech companies or businesses with significant digital presence
8. Environmental Compliance: Required for businesses in industries with environmental impact considerations
1. Schedule A - Member Information: Detailed information about members including contact details, initial capital contributions, and ownership percentages
2. Schedule B - Business Plan: Initial business plan and strategic objectives of the company
3. Schedule C - Initial Officers and Directors: List of initial officers and directors with their roles and responsibilities
4. Schedule D - Capital Contribution Schedule: Detailed breakdown of initial and planned capital contributions
5. Schedule E - Approved Business Activities: Specific business activities approved under the agreement
6. Appendix 1 - Company Constitution: Copy of the company's constitution or articles of association
7. Appendix 2 - Relevant Licenses and Permits: Copies of business licenses and permits required for operation
8. Appendix 3 - Special Resolution Templates: Standard templates for special resolutions and voting procedures
Authors
Technology and Software
Manufacturing
Retail and E-commerce
Professional Services
Financial Services
Healthcare
Real Estate
Food and Beverage
Agriculture
Education
Construction
Logistics and Transportation
Tourism and Hospitality
Media and Entertainment
Energy and Utilities
Islamic Finance
Legal
Corporate Secretarial
Finance
Compliance
Risk Management
Corporate Governance
Executive Leadership
Board of Directors
Investment
Operations
Business Development
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Business Development Director
Managing Director
Board Member
Compliance Officer
Risk Manager
Company Director
Corporate Governance Officer
Investment Manager
Shareholder Relations Manager
Finance Director
Operations Director
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