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Entity Operating Agreement
"I need an Entity Operating Agreement for a UAE-based technology startup with three founding members and provisions for future venture capital investment, including detailed sections on share vesting, technology IP rights, and management structure for our planned Series A funding in March 2025."
1. Parties: Identification of all members/shareholders and the entity itself
2. Background: Context of the agreement and formation of the entity
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Formation and Purpose: Details of entity formation, business purpose, and term of existence
5. Capital Contributions: Initial and additional capital contributions, capital accounts management
6. Membership Interests: Classes of interests, rights and obligations of members
7. Management Structure: Management appointments, powers, duties, and decision-making processes
8. Meetings and Voting: Procedures for member and management meetings, voting rights and thresholds
9. Financial Affairs: Accounting practices, fiscal year, banking, financial statements
10. Distributions: Profit sharing, distribution policies and restrictions
11. Transfer Restrictions: Limitations on transfer of interests, right of first refusal procedures
12. Withdrawal and Removal: Process for member withdrawal or removal, consequences
13. Dissolution and Liquidation: Events triggering dissolution, liquidation procedures
14. Confidentiality: Protection of company and member confidential information
15. Governing Law and Dispute Resolution: UAE law application and dispute resolution mechanisms
1. Tag-Along Rights: Include when minority shareholder protection is desired
2. Drag-Along Rights: Include when majority shareholders want exit flexibility
3. Non-Compete and Non-Solicitation: Include when protecting business interests from member competition is crucial
4. Islamic Finance Compliance: Include when entity operations need to comply with Shariah principles
5. Free Zone Specific Provisions: Include when entity is established in a UAE free zone
6. Intellectual Property Rights: Include when IP is significant to business operations
7. Emergency Funding Provisions: Include when additional funding needs are anticipated
8. Key Person Insurance: Include when specific members are crucial to business operations
1. Schedule 1 - Member Information: Details of all members including contact information and initial capital contributions
2. Schedule 2 - Business Plan: Initial business plan and strategic objectives
3. Schedule 3 - Initial Officers: List of initial officers and their roles
4. Schedule 4 - Reserved Matters: List of decisions requiring special approval thresholds
5. Schedule 5 - Deed of Adherence: Template for new members joining the entity
6. Schedule 6 - Property Schedule: List of initial company assets and property
7. Schedule 7 - Valuation Methodology: Agreed methods for valuing membership interests
8. Appendix A - Form of Transfer Notice: Template for notifying intent to transfer interests
9. Appendix B - Management Structure Chart: Organizational chart showing management hierarchy
Authors
Annual Budget
Articles of Association
Board
Board Meeting
Business Day
Business Plan
Capital Account
Capital Contribution
Chairman
Commercial License
Company
Confidential Information
Default Event
Director
Distributable Profits
Effective Date
Encumbrance
Financial Year
General Assembly
Governing Law
Initial Capital
Management Committee
Managing Director
Member
Membership Interest
Officers
Ordinary Resolution
Percentage Interest
Permitted Transfer
Quarter
Registered Office
Related Party
Reserved Matters
Resolution
Share
Shareholder
Special Resolution
Transfer
UAE
Ultimate Beneficial Owner
Voting Rights
Purpose
Term
Capital Contributions
Additional Capital
Membership Interests
Management Rights
Voting Rights
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Profit Distribution
Loss Allocation
Board Composition
Management Committee
General Assembly
Reserved Matters
Financial Management
Accounting
Banking
Member Meetings
Notice Requirements
Quorum
Voting Thresholds
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Default Events
Withdrawal Rights
Removal Rights
Buy-Out Rights
Valuation
Dissolution
Liquidation
Force Majeure
Dispute Resolution
Governing Law
Amendments
Notices
Assignment
Severability
Entire Agreement
Financial Services
Technology
Real Estate
Manufacturing
Trading
Professional Services
Healthcare
Retail
Hospitality
Construction
Logistics
Media and Entertainment
Education
Energy
Consulting
Legal
Corporate Governance
Compliance
Finance
Executive Leadership
Corporate Secretariat
Risk Management
Operations
Board Secretariat
Shareholder Relations
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Chief Financial Officer
Managing Director
Board Member
Legal Director
Compliance Officer
Corporate Governance Officer
Senior Legal Counsel
Company Secretary
Operations Director
Managing Partner
Shareholder Relations Manager
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