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Operating Agreement For Corporation
"I need an Operating Agreement For Corporation for a UAE-based technology startup with three international shareholders, including specific provisions for future funding rounds and technology IP protection, planned to be effective from March 2025."
1. Parties: Identification of all shareholders/members and the corporation itself
2. Background: Context of the agreement formation and company establishment
3. Definitions: Key terms used throughout the agreement
4. Formation and Name: Details of company formation, trade name, and registration
5. Purpose and Powers: Company's business objectives and permitted activities
6. Principal Place of Business: Registered office and branch locations
7. Term and Dissolution: Duration of the company and dissolution procedures
8. Capital Structure: Share capital, classes of shares, and contribution requirements
9. Management Structure: Board composition, appointment process, and management roles
10. Shareholders Meetings: Procedures for general assemblies and voting rights
11. Board Meetings: Procedures for board meetings and decision-making
12. Officers and Duties: Roles and responsibilities of corporate officers
13. Financial Affairs: Accounting, auditing, and financial management procedures
14. Transfer of Shares: Share transfer restrictions and procedures
15. Exit Provisions: Procedures for member exit, including buy-sell provisions
16. Confidentiality: Protection of company confidential information
17. Dispute Resolution: Procedures for resolving internal disputes
18. Governing Law: Application of UAE law and jurisdiction
1. Preemptive Rights: Used when shareholders should have first right to purchase new shares
2. Tag-Along Rights: Include when minority shareholders need protection in sale scenarios
3. Drag-Along Rights: Include when majority shareholders need power to force sale participation
4. Islamic Finance Compliance: Include for Sharia-compliant businesses
5. Intellectual Property: Include when company has significant IP assets
6. Non-Competition: Include when shareholders should be restricted from competing
7. Emergency Procedures: Include for critical business operations requiring contingency plans
8. Branch Operations: Include when company operates multiple branches
9. Foreign Ownership Provisions: Include when foreign investors are involved
1. Schedule 1 - Share Capital Details: Detailed breakdown of share capital and shareholder contributions
2. Schedule 2 - Shareholder Information: Complete details of all shareholders including contact information
3. Schedule 3 - Board Members: List of initial board members and their details
4. Schedule 4 - Business Plan: Initial business plan and objectives
5. Schedule 5 - Reserved Matters: List of decisions requiring special approval
6. Schedule 6 - Company Policies: Key operational and governance policies
7. Appendix A - Corporate Structure Chart: Visual representation of corporate structure
8. Appendix B - Initial Assets: List of company's initial assets and valuations
9. Appendix C - Specimen Signatures: Authorized signatures for company operations
Authors
Articles of Association
Board of Directors
Business Day
Capital
Chairman
Commercial License
Company
Confidential Information
Corporate Secretary
Distributable Profits
Effective Date
Encumbrance
Financial Year
General Assembly
Governing Law
Initial Capital
Legal Representative
Management
Manager
Material Change
Member
Memorandum of Association
Officers
Ordinary Resolution
Parent Company
Parties
Registered Office
Reserved Matters
Share Capital
Shareholder
Shares
Special Resolution
Subsidiary
Transfer
UAE
UAE Companies Law
Voting Rights
Capital Contribution
Share Issuance
Management Rights
Voting Rights
Transfer Restrictions
Board Composition
Officer Appointments
Meeting Procedures
Decision Making
Financial Management
Profit Distribution
Reporting Requirements
Confidentiality
Non-Competition
Dispute Resolution
Amendment Procedures
Termination
Exit Rights
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Share Valuation
Representations and Warranties
Indemnification
Governing Law
Notices
Force Majeure
Assignment
Severability
Entire Agreement
Further Assurance
Compliance with Laws
Shareholder Loans
Reserved Matters
Corporate Records
Audit Rights
Dividend Policy
Share Transfer Procedures
Dissolution and Liquidation
Manufacturing
Technology
Retail
Professional Services
Real Estate
Healthcare
Financial Services
Construction
Hospitality
Trading
Logistics
Education
Media and Entertainment
Consulting
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Risk Management
Corporate Affairs
Board Secretariat
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Board Director
Managing Director
Compliance Officer
Legal Counsel
Company Secretary
Finance Director
Operations Director
Risk Manager
Corporate Governance Officer
Shareholder Relations Manager
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