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Amended Operating Agreement
"I need an Amended Operating Agreement for my tech startup in India to add two new investors and modify the profit-sharing structure, with the changes to take effect from March 1, 2025."
1. Parties: Identification of all members/partners involved in the operating agreement, including their full legal names and addresses
2. Background: Context of the original operating agreement and reasons for amendment, including reference to the original agreement date and any previous amendments
3. Definitions: Definitions of key terms used throughout the agreement, including any new terms introduced by the amendment
4. Amendment Authority: Statement of authority under which these amendments are being made, referencing relevant clauses from the original agreement
5. Effective Date: Specification of when the amendments take effect and their relation to the original agreement terms
6. Company Structure: Updated organizational structure, membership classes, and ownership percentages if modified
7. Management Rights and Responsibilities: Modified provisions regarding management structure, decision-making processes, and voting rights
8. Capital Contributions: Updated terms regarding initial and additional capital contributions, if modified
9. Profit and Loss Distribution: Revised provisions for allocation of profits, losses, and distributions
10. Transfer of Interests: Modified rules regarding transfer of membership interests, including any restrictions or requirements
11. Meetings and Voting: Updated procedures for member meetings, voting requirements, and quorum
12. Dissolution and Liquidation: Revised terms for company dissolution and asset distribution
13. General Provisions: Standard legal provisions including governing law, notices, and entire agreement clause
14. Execution: Signature blocks and execution requirements
1. Intellectual Property Rights: Include when the business involves significant IP assets or when IP ownership/usage rights need clarification
2. Non-Compete and Confidentiality: Include when there are specific competitive concerns or sensitive information to protect
3. Banking and Financial Arrangements: Include when specific banking procedures or financial controls need to be established
4. Dispute Resolution: Include when parties want to specify alternative dispute resolution methods or particular jurisdiction
5. Technology Operations: Include for technology-focused businesses or when technical operations are crucial to the business
6. International Operations: Include when the business has international components requiring specific governance
7. Environmental Compliance: Include for businesses with environmental impacts or responsibilities
8. Employee Management: Include when the agreement needs to address employee-related policies and procedures
1. Schedule A - Original Agreement: Copy of the original operating agreement being amended
2. Schedule B - Membership Interest: Updated table of members' ownership percentages and capital contributions
3. Schedule C - Amended Provisions: Detailed list of specific provisions being amended, showing original and new language
4. Schedule D - Corporate Information: Updated company details, registered office, and registration numbers
5. Schedule E - Management Structure: Organizational chart and detailed management responsibilities
6. Appendix 1 - Consent Resolutions: Copies of relevant member resolutions approving the amendments
7. Appendix 2 - Required Notices: Copies of any notices or filings required for the amendment
8. Appendix 3 - Regulatory Approvals: Copies of any necessary regulatory or governmental approvals
Authors
Original Operating Agreement
Amendment Date
Effective Date
Company
Board
Members
Managing Member
Majority Interest
Capital Contribution
Additional Capital Contribution
Membership Interest
Percentage Interest
Profit
Loss
Distribution
Fiscal Year
Business Day
Transfer
Encumbrance
Reserved Matters
Special Resolution
Ordinary Resolution
Quorum
Managing Director
Company Secretary
Affiliate
Control
Confidential Information
Intellectual Property Rights
Material Adverse Effect
Net Income
Operating Expenses
Permitted Transfer
Related Party
Tag Along Rights
Drag Along Rights
Pre-emptive Rights
Initial Capital
Capital Account
Defaulting Member
Non-Defaulting Member
Business Plan
Budget
Governing Law
Applicable Law
Articles of Association
Memorandum of Association
Resolution
Voting Rights
Authorized Representative
Force Majeure Event
Indemnification
Liquidation Event
Original Parties
New Parties
Amendment Notice
Compliance Officer
Corporate Action
Amendment Purpose
Effective Date
Capital Contribution
Profit and Loss Distribution
Management Structure
Voting Rights
Transfer Restrictions
Tag Along Rights
Drag Along Rights
Pre-emptive Rights
Board Composition
Reserved Matters
Meeting Procedures
Quorum Requirements
Share Transfer
Exit Rights
Confidentiality
Non-Compete
Intellectual Property
Dispute Resolution
Governing Law
Force Majeure
Termination
Indemnification
Notices
Assignment
Amendment Authority
Regulatory Compliance
Financial Reporting
Audit Rights
Bank Account Operations
Business Plan
Additional Capital
Default Provisions
Deadlock Resolution
Related Party Transactions
Corporate Records
Dissolution
Severability
Entire Agreement
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Retail
Financial Services
Education
Construction
Hospitality
E-commerce
Consulting
Agriculture
Energy
Legal
Corporate Affairs
Executive Leadership
Board of Directors
Finance
Compliance
Operations
Risk Management
Company Secretariat
Corporate Governance
Business Development
Chief Executive Officer
Managing Director
Company Secretary
Legal Counsel
Chief Financial Officer
Chief Operating Officer
Board Director
Compliance Officer
Corporate Lawyer
Managing Partner
Business Development Manager
Operations Director
Finance Director
General Counsel
Risk Manager
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