The Restated Operating Agreement is utilized when a company needs to consolidate multiple amendments to its original operating agreement or implement significant changes to its governance structure while maintaining legal compliance in the UAE. This document becomes particularly relevant during company restructuring, after multiple amendments to the original agreement, or when transitioning between business stages (such as expansion or change in ownership structure). The agreement must comply with UAE Federal Law No. 32 of 2021 and related regulations, including specific free zone requirements if applicable. It comprehensively addresses corporate governance, capital structure, management rights, profit distribution, and member obligations, serving as the foundational document for the company's operations and internal relationships.
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1. Parties: Identification of all members/partners and the company itself
2. Background: Context of the restatement, including reference to original operating agreement and reason for restatement
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Company Formation and Purpose: Details of company formation, trade license, and business objectives
5. Capital Structure: Capital contributions, ownership percentages, and share classes
6. Management Structure: Governance framework, manager appointments, and decision-making processes
7. Members' Rights and Obligations: Rights, duties, and responsibilities of members
8. Meetings and Voting: Procedures for member and management meetings, voting rights and thresholds
9. Financial Affairs: Financial management, distributions, accounting principles, and fiscal year
10. Transfer of Interests: Rules governing transfer of ownership interests, including restrictions
11. Exit Provisions: Procedures for member withdrawal, expulsion, or company dissolution
12. Confidentiality: Protection of company and member confidential information
13. Dispute Resolution: Procedures for resolving disputes between members or with the company
14. General Provisions: Miscellaneous legal provisions including governing law, notices, and amendments
1. Islamic Finance Compliance: Required if the company operates under Sharia principles
2. Free Zone Specific Provisions: Required if the company operates in a UAE free zone
3. Intellectual Property Rights: Required if the company has significant IP assets
4. Competition and Non-Solicitation: Added for businesses where competitive protection is crucial
5. International Operations: Required if the company operates across multiple jurisdictions
6. Tag-Along and Drag-Along Rights: Added for companies with complex ownership structures or exit strategies
7. Put and Call Options: Added when specific buy-sell arrangements between members are needed
1. Schedule 1 - Member Information: Detailed information about members, including contact details and ownership percentages
2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of initial capital contributions by each member
3. Schedule 3 - Company Assets: List of company assets and their valuations
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 thresholds
6. Schedule 6 - Trade License and Permits: Copies of current trade license and other operational permits
7. Appendix A - Form of Transfer Notice: Standard form for notifying transfer of membership interests
8. Appendix B - Valuation Methodology: Agreed methods for valuing company shares or assets
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