The Limited Liability Company Operating Agreement Single Member is a foundational document required when establishing a single-member LLC in the United Arab Emirates. This document becomes necessary following the introduction of single-member LLCs under UAE Federal Decree-Law No. 32 of 2021, which modernized the UAE's company formation framework. The agreement serves multiple crucial purposes: it establishes the company's governance structure, defines management roles and responsibilities, sets out capital requirements, and ensures compliance with UAE commercial law. It is particularly important for entrepreneurs, foreign investors, and business owners looking to establish a corporate presence in the UAE while maintaining sole ownership. The document must align with UAE legal requirements while protecting the interests of the single member and establishing clear operational guidelines for the business.
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1. Parties: Identifies the Single Member as the sole owner and the LLC as a legal entity
2. Background: Sets out the context for establishing the LLC and the member's intention to govern its operation
3. Definitions: Defines key terms used throughout the agreement
4. Formation and Name: Details of company formation, trade name, and registered office
5. Purpose and Powers: Company's business objectives and authorized activities
6. Capital Structure: Details of share capital, payment, and valuation
7. Management Structure: Appointment of managers, powers, and decision-making processes
8. Member's Rights and Obligations: Rights, responsibilities, and obligations of the single member
9. Financial Affairs: Accounting, auditing, and financial management requirements
10. Distributions: Rules for profit distribution and capital returns
11. Transfer Restrictions: Regulations regarding transfer of shares and admission of new members
12. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
13. Governing Law and Jurisdiction: Confirmation of UAE law application and jurisdiction
1. Succession Planning: Used when specific inheritance or succession arrangements need to be documented
2. Branch Operations: Include when the LLC plans to establish branches in the UAE
3. Shariah Compliance: Include for businesses requiring adherence to Islamic law principles
4. Intellectual Property Rights: Include when the business involves significant IP assets
5. Employment Matters: Used when specific employment policies need to be incorporated
6. Related Party Transactions: Include when there are significant business dealings with related entities
7. Power of Attorney Provisions: Include when specific powers need to be delegated to managers or representatives
1. Schedule 1 - Company Details: Details of trade license, registration number, and registered address
2. Schedule 2 - Business Activities: Detailed list of licensed business activities
3. Schedule 3 - Initial Capital Contribution: Details of capital structure and contribution
4. Schedule 4 - Management Appointment: Details of appointed managers and their authorities
5. Schedule 5 - Bank Account Authorities: List of authorized signatories and banking arrangements
6. Appendix A - Share Certificate: Template for the company's share certificate
7. Appendix B - Management Policies: Detailed operational and management procedures
8. Appendix C - Financial Procedures: Detailed procedures for financial management and reporting
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