The Single Member LLC Operating Agreement is a fundamental document required when establishing a single-owner limited liability company in the United Arab Emirates. This document became particularly relevant following the UAE's amendment to the Commercial Companies Law, which explicitly permitted single-member LLCs. The agreement serves multiple crucial purposes: it establishes the company's governance structure, defines management roles and responsibilities, outlines capital requirements and financial procedures, and ensures compliance with UAE corporate regulations. The document is essential for entrepreneurs and businesses seeking to establish a corporate presence in the UAE while maintaining sole ownership. It includes provisions for business operations, succession planning, and risk management, all tailored to meet UAE legal requirements while protecting the owner's interests. The agreement must align with various UAE laws and regulations, including economic substance requirements and beneficial ownership disclosure obligations.
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1. Parties: Identifies the single member/owner and the LLC entity being formed
2. Background: Sets out the context and purpose of forming the single-member LLC
3. Definitions: Defines key terms used throughout the agreement
4. Formation and Name: Details of LLC formation, trade name, and registered office
5. Purpose and Powers: Specifies permitted business activities and powers of the LLC
6. Capital Structure: Details of share capital, contributions, and capital accounts
7. Management Structure: Outlines management roles, appointment of managers, and decision-making processes
8. Member Rights and Obligations: Specifies rights, responsibilities, and obligations of the single member
9. Financial Affairs: Covers accounting, banking, financial records, and distribution policies
10. Transfer Restrictions: Rules regarding transfer of ownership interests
11. Dissolution and Liquidation: Procedures for winding up the LLC
12. General Provisions: Standard clauses including governing law, notices, and amendments
1. Succession Planning: Provisions for business continuity in case of death or incapacity of the single member
2. Intellectual Property Rights: Specific provisions regarding ownership and protection of IP assets
3. Employee Matters: Framework for employment policies and decisions
4. Dispute Resolution: Detailed procedures for handling disputes, including arbitration clauses
5. Branch Offices: Provisions for establishing and managing branch offices
6. Related Party Transactions: Procedures for handling business dealings with related parties
7. Digital Operations: Provisions regarding e-commerce and digital business activities
1. Schedule 1: Details of the Member: Personal/corporate information of the single member
2. Schedule 2: Capital Contribution: Detailed breakdown of initial and subsequent capital contributions
3. Schedule 3: Business Plan: Initial business plan and operational framework
4. Schedule 4: Authorized Signatories: List of authorized signatories and their powers
5. Schedule 5: Company Policies: Key operational and management policies
6. Appendix A: Trade License: Copy of trade license and commercial registration
7. Appendix B: Power of Attorney: Standard format for powers of attorney if required
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