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Restated Operating Agreement

Restated Operating Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Restated Operating Agreement

"I need a Restated Operating Agreement for my Dubai-based technology company to accommodate three new investors joining in March 2025, updating our profit-sharing structure and adding tag-along rights for minority shareholders."

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Document background
The Restated Operating Agreement is utilized when a company needs to consolidate multiple amendments to its original operating agreement or implement significant changes to its governance structure while maintaining legal compliance in the UAE. This document becomes particularly relevant during company restructuring, after multiple amendments to the original agreement, or when transitioning between business stages (such as expansion or change in ownership structure). The agreement must comply with UAE Federal Law No. 32 of 2021 and related regulations, including specific free zone requirements if applicable. It comprehensively addresses corporate governance, capital structure, management rights, profit distribution, and member obligations, serving as the foundational document for the company's operations and internal relationships.
Suggested Sections

1. Parties: Identification of all members/partners and the company itself

2. Background: Context of the restatement, including reference to original operating agreement and reason for restatement

3. Definitions: Comprehensive definitions of terms used throughout the agreement

4. Company Formation and Purpose: Details of company formation, trade license, and business objectives

5. Capital Structure: Capital contributions, ownership percentages, and share classes

6. Management Structure: Governance framework, manager appointments, and decision-making processes

7. Members' Rights and Obligations: Rights, duties, and responsibilities of members

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

9. Financial Affairs: Financial management, distributions, accounting principles, and fiscal year

10. Transfer of Interests: Rules governing transfer of ownership interests, including restrictions

11. Exit Provisions: Procedures for member withdrawal, expulsion, or company dissolution

12. Confidentiality: Protection of company and member confidential information

13. Dispute Resolution: Procedures for resolving disputes between members or with the company

14. General Provisions: Miscellaneous legal provisions including governing law, notices, and amendments

Optional Sections

1. Islamic Finance Compliance: Required if the company operates under Sharia principles

2. Free Zone Specific Provisions: Required if the company operates in a UAE free zone

3. Intellectual Property Rights: Required if the company has significant IP assets

4. Competition and Non-Solicitation: Added for businesses where competitive protection is crucial

5. International Operations: Required if the company operates across multiple jurisdictions

6. Tag-Along and Drag-Along Rights: Added for companies with complex ownership structures or exit strategies

7. Put and Call Options: Added when specific buy-sell arrangements between members are needed

Suggested Schedules

1. Schedule 1 - Member Information: Detailed information about members, including contact details and ownership percentages

2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of initial capital contributions by each member

3. Schedule 3 - Company Assets: List of company assets and their valuations

4. Schedule 4 - Management Structure Chart: Organizational chart showing management hierarchy and reporting lines

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

6. Schedule 6 - Trade License and Permits: Copies of current trade license and other operational permits

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

8. Appendix B - Valuation Methodology: Agreed methods for valuing company shares or assets

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions

































Clauses

































Relevant Industries

Technology

Professional Services

Real Estate

Manufacturing

Trading

Healthcare

Financial Services

Construction

Retail

Hospitality

Education

Media and Entertainment

Logistics and Transportation

Energy and Utilities

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Risk Management

Operations

Corporate Affairs

Business Development

Investment

Relevant Roles

Chief Executive Officer

Managing Director

General Counsel

Legal Director

Chief Financial Officer

Company Secretary

Board Member

Shareholder

Corporate Governance Officer

Compliance Manager

Operations Director

Business Development Director

Risk Manager

Partner

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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