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1. Parties: Identification of all founding members of the LLC, including full legal names, addresses, and nationality
2. Background: Context of the LLC formation, business purpose, and intent of the members
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Formation and Name: Details of LLC formation, trade name, and registered office location
5. Purpose and Powers: Company's business objectives and permitted activities under UAE law
6. Capital Contributions: Initial and subsequent capital contributions, valuation of non-cash contributions
7. Membership Interests: Allocation of ownership percentages and classes of membership interests
8. Management Structure: Management rights, voting powers, and decision-making procedures
9. Meetings and Voting: Procedures for member meetings, voting requirements, and quorum
10. Distributions and Allocations: Profit/loss distribution methods and timing
11. Books and Records: Requirements for maintaining company records and member access rights
12. Transfer Restrictions: Limitations on transferring membership interests and right of first refusal
13. Withdrawal and Dissolution: Procedures for member withdrawal and company dissolution
14. Amendments: Process for modifying the operating agreement
15. Governing Law and Jurisdiction: UAE law applicability and dispute resolution procedures
1. Tax Matters: Include when members need specific tax allocation provisions or when foreign members are involved
2. Intellectual Property Rights: Include when the LLC will develop or own significant IP assets
3. Non-Competition and Confidentiality: Include when protecting trade secrets or preventing member competition is crucial
4. Key Man Insurance: Include when the business relies heavily on specific members
5. Family Succession Rights: Include when members want to establish inheritance rules for family businesses
6. Islamic Finance Compliance: Include when the LLC needs to ensure Shariah compliance
7. Branch Operations: Include when the LLC plans to operate branches in different emirates
1. Schedule 1 - Member Details: Detailed information about members including contact details and initial capital contributions
2. Schedule 2 - Initial Business Plan: Detailed business objectives, strategy, and financial projections
3. Schedule 3 - Capital Contribution Schedule: Detailed breakdown of each member's capital contributions, including timing and form
4. Schedule 4 - Authorized Signatories: List of members authorized to sign various documents on behalf of the LLC
5. Schedule 5 - Reserved Matters: List of decisions requiring special majority or unanimous consent
6. Appendix A - Form of Transfer Notice: Template for notifying transfer of membership interests
7. Appendix B - Voting Procedures: Detailed procedures for different types of voting scenarios
8. Appendix C - Valuation Methods: Agreed methods for valuing membership interests in various scenarios
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