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Management Company Operating Agreement
"I need a Management Company Operating Agreement for a Swiss-based investment management firm that will be established in March 2025, with three founding partners and operations focused on sustainable energy investments, including specific provisions for ESG compliance and international operations."
1. Parties: Identification of all parties to the agreement, including the company and its members/shareholders
2. Background: Context of the agreement formation and company establishment
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Formation and Name: Details of company formation, registered name, and purpose
5. Registered Office: Location of the company's registered office and provisions for changing it
6. Capital Structure: Details of share capital, contributions, and ownership structure
7. Management Structure: Governance framework, appointment of managers, and decision-making processes
8. Powers and Duties of Managers: Scope of managerial authority and responsibilities
9. Shareholders' Rights and Obligations: Rights, obligations, and restrictions applicable to shareholders
10. Meetings and Resolutions: Procedures for shareholder and management meetings, voting rights
11. Financial Matters: Financial management, accounting practices, and distribution of profits
12. Transfer of Shares: Rules and restrictions regarding the transfer of ownership interests
13. Termination: Conditions and procedures for terminating the agreement or company
14. Confidentiality: Protection of company and business confidential information
15. Notices: Communication procedures between parties
16. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
1. Non-Competition: Restrictions on competitive activities, used when protecting specific market interests
2. Intellectual Property Rights: IP ownership and usage rights, included when IP is a significant aspect of operations
3. Employment of Managers: Specific terms for employed managers, used when managers have employment contracts
4. International Operations: Provisions for cross-border activities, included for companies with international presence
5. Dispute Resolution: Alternative dispute resolution procedures, optional when parties prefer specific resolution methods
6. Insurance: Required insurance coverage, included when specific insurance requirements exist
7. Environmental Compliance: Environmental obligations, included for environmentally sensitive operations
8. Data Protection: Specific data protection provisions, necessary when handling sensitive personal data
1. Schedule 1: Initial Shareholders and Capital Contributions: Detailed list of shareholders and their initial capital contributions
2. Schedule 2: Business Plan: Initial business plan and strategic objectives
3. Schedule 3: Management Structure Chart: Organizational chart and reporting lines
4. Schedule 4: Reserved Matters: List of decisions requiring special approval
5. Schedule 5: Initial Officers and Directors: List of initial management team members and their roles
6. Appendix A: Articles of Association: Copy of the company's articles of association
7. Appendix B: Specimen Signature List: Authorized signatures for company operations
8. Appendix C: Key Performance Indicators: Metrics for evaluating company and management performance
Authors
Articles of Association
Board
Board Meeting
Business
Business Day
Business Plan
Capital Contribution
Chairman
Company
Company Secretary
Confidential Information
Controlling Interest
Directors
Effective Date
Encumbrance
Financial Year
Force Majeure
General Meeting
Governing Law
Initial Shareholders
Intellectual Property Rights
Management
Managing Directors
Material Breach
Member
Notice
Operating Budget
Ordinary Resolution
Parent Company
Parties
Registered Office
Related Party
Reserved Matters
Resolution
Share Capital
Share Transfer
Shareholder
Shareholders' Meeting
Special Resolution
Subsidiary
Swiss Law
Territory
Third Party
Transfer
Voting Rights
Company Name
Registered Office
Purpose
Duration
Capital Structure
Share Classes
Capital Contributions
Share Certificates
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Management Structure
Board Composition
Management Powers
Reserved Matters
Decision Making
Voting Rights
Meeting Procedures
Financial Management
Distribution Policy
Accounting
Reporting
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Information Rights
Access Rights
Amendment Procedures
Termination
Exit Provisions
Deadlock Resolution
Dispute Resolution
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Financial Services
Investment Management
Professional Services
Real Estate Management
Healthcare Management
Technology Services
Industrial Management
Retail Management
Hospitality Management
Energy Management
Infrastructure Management
Private Equity
Family Office Services
Legal
Corporate Governance
Executive Management
Board of Directors
Company Secretariat
Compliance
Risk Management
Corporate Affairs
Investment Operations
Finance
Administrative Services
Chief Executive Officer
Managing Director
Board Member
Company Secretary
Chief Financial Officer
Chief Operating Officer
General Counsel
Compliance Officer
Corporate Governance Officer
Risk Manager
Investment Manager
Operations Director
Legal Counsel
Board Secretary
Shareholder Representative
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