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Real Estate Holding Company Operating Agreement
"Need a Real Estate Holding Company Operating Agreement for a Singapore-based property holding company with tHRee local shareholders and one foreign investor from Japan, with specific provisions for residential property management and quarterly profit distribution starting March 2025."
1. Parties: Identification and details of all members/shareholders of the holding company
2. Background: Purpose of the company and context of the agreement
3. Definitions: Key terms used tHRoughout the agreement
4. Company Formation: Details of company structure, registration, and initial capital
5. Capital Contributions: Member contributions and capital structure
6. Management Structure: Governance and decision-making processes
7. Property Management: Guidelines for property acquisition, management, and disposal
8. Profit Distribution: Rules for distribution of profits and losses
9. Transfer of Interests: Procedures for transferring ownership interests
10. Termination: Conditions and procedures for company dissolution
1. Foreign Ownership Provisions: Required when foreign investors are involved - includes compliance with Residential Property Act and additional ownership restrictions
2. REIT Provisions: Specific requirements for REIT structure and MAS compliance when company operates as or plans to convert to REIT
3. Development Rights: Provisions for property development activities and URA compliance when company engages in property development
1. Schedule A - Initial Property Portfolio: List of properties initially held by the company
2. Schedule B - Capital Contributions: Detailed breakdown of member contributions
3. Schedule C - Management Structure: Organizational chart and management roles
4. Appendix 1 - Property Management Guidelines: Detailed procedures for property management
5. Appendix 2 - Valuation Methods: Agreed methods for property valuation
Authors
Additional Capital Contribution
Adjusted Capital Account
Affiliate
Agreement
Annual Budget
Applicable Law
Approved Property
Board
Business Day
Capital Account
Capital Contribution
Company
Company Property
Confidential Information
Constitution
Default Event
Director
Distributable Cash Flow
Effective Date
Encumbrance
Fair Market Value
Financial Year
Initial Capital Contribution
Interest
Investment Property
Management Committee
Manager
Member
Membership Interest
Net Income
Net Loss
Operating Expenses
Ownership Percentage
Permitted Transfer
Property Management Agreement
Property Manager
Qualifying Property
Related Corporation
Resolution
Restricted Property
Share
Shareholder
Singapore Dollar
Special Resolution
Transfer
Valuation Date
Voting Rights
Capital Contributions
Membership Interests
Management and Control
Property Management
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Distributions
Capital Accounts
Voting Rights
Board Composition
Decision Making
Reserved Matters
Financial Matters
Books and Records
Confidentiality
Non-Competition
Property Acquisition
Property Disposal
Financing
Insurance
Valuation
Default
Buy-Out Rights
Deadlock Resolution
Amendment Procedures
Term and Termination
Dissolution
Indemnification
Dispute Resolution
Governing Law
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Foreign Ownership Compliance
Regulatory Compliance
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