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Manager Managed LLC Operating Agreement
"I need a Manager Managed LLC Operating Agreement for a tech startup in Dubai with three international investors and two professional managers, including specific provisions for intellectual property protection and future funding rounds to be completed by March 2025."
1. Parties: Identifies all members and managers of the LLC who are party to the agreement
2. Background: Sets out the context and purpose for establishing the LLC and entering into the operating agreement
3. Definitions: Defines key terms used throughout the agreement
4. Formation and Name: Details of company formation, trade name, and registered office
5. Purpose and Powers: Company's business purpose and scope of authorized activities
6. Capital Contributions: Initial and subsequent capital contributions, capital accounts management
7. Membership Interests: Classes of membership interests, rights, and obligations of members
8. Management Structure: Powers, duties, and limitations of managers; decision-making process
9. Meetings and Voting: Procedures for member and manager meetings, voting rights and requirements
10. Distributions and Allocations: Profit and loss allocation, distribution policy and procedures
11. Transfer Restrictions: Limitations on transfer of membership interests, right of first refusal
12. Exit Provisions: Member withdrawal, removal of managers, buy-sell provisions
13. Books and Records: Record-keeping requirements, member access to information
14. Dissolution and Liquidation: Events triggering dissolution, liquidation process
15. Governing Law and Dispute Resolution: Choice of UAE law, dispute resolution mechanisms
16. General Provisions: Miscellaneous legal provisions including amendments, notices, severability
1. Tag-Along Rights: Include when protecting minority members' rights to join in sale of majority interests
2. Drag-Along Rights: Include when majority members need power to force minority participation in sale
3. Non-Compete and Confidentiality: Include when specific protection of company information and market position is required
4. Islamic Finance Compliance: Include when the LLC needs to operate in accordance with Shariah principles
5. Intellectual Property Rights: Include when the LLC owns or develops significant IP
6. Special Purpose Vehicle Provisions: Include when LLC is formed as an SPV for specific project or investment
7. Foreign Ownership Provisions: Include when foreign investors are involved, addressing UAE foreign ownership rules
1. Schedule 1 - Members Register: Details of all members, their contact information and membership interests
2. Schedule 2 - Initial Capital Contributions: Itemized list of initial capital contributions by each member
3. Schedule 3 - Manager Details: Names, details and specific authorities of initial managers
4. Schedule 4 - Business Plan: Initial business plan and strategic objectives
5. Schedule 5 - Reserved Matters: List of decisions requiring special approval
6. Appendix A - Form of Transfer Notice: Standard form for notifying intent to transfer membership interests
7. Appendix B - Valuation Methods: Agreed methods for valuing membership interests
8. Appendix C - Power of Attorney: Standard form of power of attorney for company matters
Authors
Annual Budget
Applicable Law
Articles of Association
Board of Managers
Business Day
Business Plan
Capital Account
Capital Contribution
Company
Confidential Information
Default Event
Designated Manager
Distributable Profits
Distribution
Effective Date
Encumbrance
Fair Market Value
Financial Year
Fiscal Year
Governing Law
Initial Capital Contribution
Intellectual Property Rights
License
Manager
Managing Director
Member
Membership Interest
Memorandum of Association
Officers
Operating Expenses
Percentage Interest
Permitted Transfer
Person
Preemptive Rights
Principal Office
Profits and Losses
Registered Office
Related Party
Reserved Matters
Resolution
Share
Shareholder
Special Resolution
Supermajority Vote
Tag-Along Rights
Transfer
UAE
UAE Companies Law
Unanimous Consent
Voting Rights
Purpose
Capital Contribution
Membership
Management Authority
Voting Rights
Transfer Restrictions
Distribution
Accounting
Confidentiality
Non-Competition
Dispute Resolution
Amendment
Termination
Force Majeure
Assignment
Indemnification
Meetings
Notice
Governing Law
Reserved Matters
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Share Valuation
Exit Rights
Default
Intellectual Property
Business Planning
Record Keeping
Tax Matters
Dissolution
Liquidation
Compliance
Related Party Transactions
Power of Attorney
Severability
Entire Agreement
Waiver
Real Estate
Trading
Professional Services
Manufacturing
Technology
Healthcare
Retail
Construction
Hospitality
Financial Services
Logistics
Consulting
Import/Export
Education
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Operations
Risk Management
Corporate Affairs
Business Development
Strategy
Chief Executive Officer
Managing Director
General Manager
Legal Counsel
Corporate Secretary
Chief Financial Officer
Operations Director
Compliance Officer
Board Member
Company Director
Business Development Manager
Investment Manager
Risk Manager
Strategic Planning Director
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