The Amended And Restated Limited Liability Company Agreement is a crucial document used when an LLC operating in the UAE needs to update its governing document to reflect significant changes in its structure, operations, or stakeholder arrangements. This comprehensive agreement becomes necessary when multiple amendments have been made to the original LLC agreement, making it more efficient to consolidate all changes into a single, clear document. It must comply with UAE Federal Decree-Law No. 32 of 2021 and includes detailed provisions on capital structure, management rights, profit distribution, and transfer restrictions. This document type is particularly relevant when companies undergo substantial changes such as admitting new shareholders, restructuring management, or updating operational procedures, providing a fresh starting point for all stakeholders while maintaining legal continuity of the business.
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1. Parties: Identification of all members/shareholders of the LLC with their full details as required under UAE law
2. Background: Context of the original LLC agreement and reason for amendment and restatement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Effect of Amendment and Restatement: Clarification that this agreement amends and restates the previous LLC agreement in its entirety
5. Company Formation and Purpose: Details of the LLC's formation, trade name, and business objectives as per UAE requirements
6. Capital Structure: Share capital details, allocation of shares, and rules regarding capital increases/decreases
7. Management Structure: Appointment and powers of managers, management procedures, and decision-making processes
8. General Assembly: Procedures for general assembly meetings, voting rights, and quorum requirements
9. Share Transfer Restrictions: Rules governing the transfer of shares, including statutory pre-emptive rights
10. Financial Matters: Provisions regarding accounts, audits, distributions, and maintenance of financial records
11. Term and Termination: Duration of the LLC and circumstances leading to termination
12. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
13. Governing Law and Dispute Resolution: Specification of UAE law governance and dispute resolution mechanisms
14. Miscellaneous: Standard provisions including notices, amendments, and severability
1. Shariah Compliance: Required if the LLC needs to operate in accordance with Islamic law principles
2. Intellectual Property Rights: Needed if the LLC owns or deals with significant IP assets
3. Non-Competition and Confidentiality: Important for businesses with trade secrets or competitive concerns
4. Tag-Along and Drag-Along Rights: Required for LLCs with sophisticated shareholders wanting exit right protections
5. Special Purpose Vehicle Provisions: Necessary if the LLC is established as an SPV for specific projects
6. Branch Operations: Required if the LLC operates branches in different emirates
7. Preferred Rights: Needed if certain shareholders have special voting or dividend rights
1. Schedule 1 - Details of Members: Comprehensive information about all members including shareholding percentages
2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of capital contributions by each member
3. Schedule 3 - Company Business Plan: Initial or updated business plan of the LLC
4. Schedule 4 - Amendments to Original Agreement: Summary of material changes from the original LLC agreement
5. Schedule 5 - Management Procedures: Detailed procedures for management meetings and decision-making
6. Schedule 6 - Key Performance Indicators: Specific performance metrics and targets for the LLC
7. Appendix A - Trade License: Copy of current trade license and commercial registration
8. Appendix B - Powers of Attorney: Copies of any relevant powers of attorney
9. Appendix C - Specimen Signatures: Authorized signatures of members and managers
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