Manager Managed LLC Operating Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

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."

Document background
The Manager Managed LLC Operating Agreement is a foundational document used when establishing or restructuring a Limited Liability Company in the United Arab Emirates where the members prefer professional management oversight rather than direct member management. This document is essential for businesses operating under UAE jurisdiction that want to clearly separate ownership from management functions. It comprehensively addresses corporate governance, capital structure, profit distribution, and management responsibilities while ensuring compliance with UAE Commercial Companies Law. The agreement is particularly relevant for medium to large enterprises, foreign investors entering the UAE market, or local businesses seeking professional management structures. It includes detailed provisions for manager appointment, removal, and duties, along with member rights and protections, all tailored to UAE legal requirements and business practices.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Real Estate

Trading

Professional Services

Manufacturing

Technology

Healthcare

Retail

Construction

Hospitality

Financial Services

Logistics

Consulting

Import/Export

Education

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Operations

Risk Management

Corporate Affairs

Business Development

Strategy

Relevant Roles

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

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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