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Entity Operating Agreement
"I need an Entity Operating Agreement for a new joint venture between our Singapore-based tech company and an Indonesian manufacturing partner, with operations starting March 2025, including specific provisions for technology transfer and foreign investment requirements."
1. Parties: Identification of all members/shareholders of the entity, including their full legal names, addresses, and registration details
2. Background: Context of the agreement, including the entity's formation purpose and basic business objectives
3. Definitions: Defined terms used throughout the agreement for clarity and consistency
4. Company Formation: Details of the entity's legal structure, registration status, and business activities
5. Capital Structure: Capital contributions, shareholding percentages, and rules for capital changes
6. Management Structure: Governance framework, including roles of directors, commissioners, and shareholders
7. Shareholder Rights and Obligations: Rights, responsibilities, and obligations of all shareholders/members
8. Meeting Procedures: Rules for conducting shareholder and board meetings, including voting procedures
9. Transfer of Shares: Procedures and restrictions for transferring ownership interests
10. Financial Management: Financial procedures, accounting practices, and distribution of profits
11. Dispute Resolution: Procedures for resolving conflicts between parties
12. Termination: Conditions and procedures for terminating the agreement or dissolving the entity
13. Governing Law: Specification of Indonesian law as governing law and relevant jurisdictions
14. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Foreign Investment Provisions: Required when foreign investors are involved, detailing compliance with Indonesian foreign investment laws
2. Intellectual Property Rights: Needed when the entity owns or manages significant IP assets
3. Non-Competition: Relevant when parties need to be restricted from competing activities
4. Employee Matters: Required when the agreement needs to address specific employment policies or management positions
5. Related Party Transactions: Necessary when there are significant business relationships between related parties
6. Environmental Compliance: Required for businesses with environmental impact considerations
7. Special Business Licenses: Needed for regulated industries requiring specific permits or licenses
1. Schedule 1 - Initial Capital Contributions: Detailed breakdown of each member's initial capital contributions
2. Schedule 2 - Shareholding Structure: Complete shareholding details including share classes and distribution
3. Schedule 3 - Business Plan: Initial business plan and strategic objectives
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 or voting thresholds
6. Schedule 6 - Company Assets: Inventory of company's initial assets and properties
7. Appendix A - Specimen Signatures: Authorized signatures of all parties and key personnel
8. Appendix B - Company Licenses: Copies of all business licenses and permits
9. Appendix C - Special Resolutions: Format and procedures for special resolutions
Authors
Manufacturing
Technology
Financial Services
Retail
Agriculture
Mining
Construction
Healthcare
Education
Transportation
Hospitality
Real Estate
Professional Services
Energy
Telecommunications
Legal
Corporate Secretariat
Compliance
Finance
Risk Management
Corporate Governance
Business Development
Operations
Executive Leadership
Investment
Chief Executive Officer
Managing Director
Chief Legal Officer
Corporate Secretary
Chief Financial Officer
Board Director
Commissioner
General Counsel
Legal Manager
Compliance Officer
Corporate Governance Officer
Investment Manager
Operations Director
Business Development Director
Risk Manager
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