Restated Operating Agreement Template for India

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Key Requirements PROMPT example:

Restated Operating Agreement

"I need a Restated Operating Agreement for my technology startup based in Bangalore, as we're bringing in new Series A investors in March 2025 and need to consolidate our previous operating agreement amendments while adding new provisions for investor rights and employee stock options."

Document background
The Restated Operating Agreement is utilized when a company needs to consolidate multiple amendments to its original operating agreement or require substantial updates to reflect current operations and relationships between members. This document is particularly relevant in the Indian business context where companies have undergone significant changes in ownership, structure, or operations over time. It comprehensively addresses aspects such as management rights, capital contributions, profit sharing, transfer restrictions, and governance mechanisms while ensuring compliance with Indian corporate law, including the Companies Act, 2013, and related regulations. The Restated Operating Agreement serves as a fresh starting point for the company's governance, replacing previous versions while maintaining legal continuity.
Suggested Sections

1. Parties: Identification of all members/parties to the agreement

2. Background: Context of the restatement, history of previous operating agreement(s), and purpose of the company

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Company Formation and Purpose: Details of company formation, registration, and primary business objectives

5. Capital Contributions: Initial and subsequent capital contributions, capital accounts management

6. Membership Interests: Classes of membership, ownership percentages, and rights attached to membership interests

7. Management Structure: Management composition, appointment process, powers, and responsibilities

8. Meetings and Voting: Procedures for member and management meetings, voting rights and requirements

9. Financial Affairs: Fiscal year, accounting methods, banking, financial statements, and records

10. Distributions: Profit distribution policy, procedure, and restrictions

11. Transfer of Interests: Rules and restrictions on transferring membership interests

12. Exit Provisions: Member withdrawal, retirement, death, or removal procedures

13. Dissolution and Winding Up: Circumstances and procedures for company dissolution

14. Confidentiality: Protection of company and member confidential information

15. Governing Law and Dispute Resolution: Applicable law and dispute resolution mechanisms

Optional Sections

1. Special Purpose Vehicle Provisions: Include when the company is formed as an SPV for specific projects

2. Foreign Investment Provisions: Required when there are foreign investors or cross-border operations

3. Tag-Along and Drag-Along Rights: Include for companies with potential future sale or IPO plans

4. Anti-Dilution Protection: Important for companies expecting future investment rounds

5. Special Voting Rights: When certain members need special voting or veto rights

6. Employee Ownership Program: For companies planning to offer ownership to employees

7. Intellectual Property Rights: Essential for technology or IP-intensive businesses

8. Non-Compete and Non-Solicitation: Include when protecting business interests from member competition

Suggested Schedules

1. Schedule 1 - Member Information: Detailed information about members, including contact details and initial capital contributions

2. Schedule 2 - Initial Capital Structure: Detailed breakdown of initial capital structure and ownership percentages

3. Schedule 3 - Business Plan: Initial business plan and operational objectives

4. Schedule 4 - Management Structure: Detailed management structure, roles, and responsibilities

5. Schedule 5 - Reserved Matters: List of decisions requiring special approval

6. Schedule 6 - Valuation Methodology: Agreed methods for valuing membership interests

7. Appendix A - Form of Transfer Notice: Standard form for notifying transfer of membership interests

8. Appendix B - Deed of Adherence: Template for new members joining the agreement

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

Technology

Manufacturing

Professional Services

Real Estate

Healthcare

Retail

Financial Services

Education

Infrastructure

Agriculture

E-commerce

Telecommunications

Media and Entertainment

Hospitality

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Corporate Affairs

Risk Management

Board Secretariat

Business Development

Investment

Strategy

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Legal Officer

General Counsel

Corporate Lawyer

Legal Manager

Compliance Officer

Chief Financial Officer

Board Director

Corporate Governance Officer

Managing Partner

Business Development Manager

Risk Manager

Investment Manager

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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