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Multi Member Operating Agreement
"I need a Multi-Member Operating Agreement for a technology startup in Jakarta with three members (two local and one foreign investor), planning to commence operations in March 2025, with special attention to intellectual property protection and foreign investment compliance."
1. Parties: Identification of all members/parties to the agreement with their complete legal names and addresses
2. Background: Context of the agreement, including the intention to form and operate the company
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Company Formation: Details of company establishment, including name, purpose, principal place of business, and duration
5. Capital Structure: Details of capital contributions, shares/units allocation, and procedures for additional capital contributions
6. Members' Rights and Obligations: Comprehensive outline of members' voting rights, profit sharing, and responsibilities
7. Management Structure: Governance framework including appointment of directors, management roles, and decision-making processes
8. Meetings and Voting: Procedures for member meetings, voting requirements, and quorum specifications
9. Transfer of Interests: Rules and restrictions regarding the transfer of membership interests, including right of first refusal
10. Financial Affairs: Financial management, accounting practices, and distribution policies
11. Confidentiality: Provisions protecting company and member confidential information
12. Dispute Resolution: Procedures for resolving disputes between members or with the company
13. Termination and Dissolution: Circumstances and procedures for terminating the agreement or dissolving the company
14. General Provisions: Standard clauses including notices, amendments, governing law, and severability
1. Foreign Investment Provisions: Required when there are foreign members, addressing compliance with Indonesian foreign investment laws
2. Intellectual Property Rights: Necessary when the company owns or develops significant IP assets
3. Non-Competition and Non-Solicitation: Added when members have competing business interests or access to sensitive information
4. Tag-Along and Drag-Along Rights: Important for companies planning future investment rounds or potential sale
5. Employee Matters: Required when members are also employees or when specific employment arrangements need to be addressed
6. Special Purpose Vehicle Provisions: Needed when the company is formed for a specific project or venture
7. Environmental Compliance: Required for businesses in sectors with environmental impact considerations
8. Related Party Transactions: Important when members have business relationships outside the company
1. Schedule A - Initial Capital Contributions: Detailed breakdown of each member's initial capital contributions and corresponding ownership percentages
2. Schedule B - Members Information: Complete details of all members including contact information and authorized representatives
3. Schedule C - Business Plan: Initial business plan and strategic objectives of the company
4. Schedule D - Management Structure: Organizational chart and detailed management responsibilities
5. Schedule E - Reserved Matters: List of decisions requiring special approval or voting thresholds
6. Schedule F - Company Assets: Inventory of company's initial assets and their agreed values
7. Appendix 1 - Meeting Procedures: Detailed procedures for conducting member and management meetings
8. Appendix 2 - Valuation Methods: Agreed methods for valuing company shares or member interests
Authors
Manufacturing
Technology
Real Estate
Retail
Professional Services
Financial Services
Agriculture
Mining
Construction
Healthcare
Education
Hospitality
Transportation
E-commerce
Energy
Telecommunications
Legal
Corporate Secretariat
Compliance
Finance
Corporate Governance
Risk Management
Board of Directors
Executive Leadership
Investment Relations
Strategic Planning
Corporate Affairs
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Company Secretary
Corporate Counsel
Legal Director
Compliance Officer
Board Member
Commissioner
Investment Manager
Business Development Director
Shareholder Relations Manager
Corporate Governance Officer
Risk Management Officer
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