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Restated Operating Agreement Template for Denmark

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Key Requirements PROMPT example:

Restated Operating Agreement

I need a Restated Operating Agreement for my Danish technology startup that's bringing on three new investors in March 2025, consolidating our previous operating agreement and five amendments while adding specific provisions for investor rights and a new board structure.

What is a Restated Operating Agreement?

The Restated Operating Agreement is essential when a company operating under Danish law needs to consolidate multiple amendments or updates to its original operating agreement into a single, clear document. This typically occurs when numerous changes have accumulated over time through various amendments, making the original agreement difficult to interpret, or when significant organizational changes necessitate a comprehensive update. The document comprehensively addresses corporate governance, ownership structure, management rights, capital contributions, profit distribution, and transfer restrictions, all while ensuring compliance with Danish corporate law, particularly the Selskabsloven. It serves as a fresh starting point for the company's governance while maintaining historical continuity, making it particularly valuable during company restructuring, new member admission, or preparation for investment rounds.

What sections should be included in a Restated Operating Agreement?

1. Parties: Identification of all members/partners and the company entity

2. Background: Context of the restatement, history of previous agreements, and purpose of this restatement

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. Company Formation and Purpose: Legal status, business purpose, and principal place of business

5. Restatement and Amendment: Declaration of restatement and its relationship to previous operating agreement(s)

6. Capital Contributions: Initial and additional capital contributions, capital accounts management

7. Membership Interests: Classes of interests, voting rights, and ownership percentages

8. Management Structure: Management rights, appointment of managers, and decision-making processes

9. Meetings and Voting: Procedures for member meetings, voting requirements, and quorum rules

10. Distributions: Profit and loss allocation, distribution policies and procedures

11. Transfer Restrictions: Limitations on transfer of interests and right of first refusal provisions

12. Exit Provisions: Member withdrawal, expulsion, and buy-out procedures

13. Dissolution and Liquidation: Process for winding up the company and asset distribution

14. Books and Records: Record-keeping requirements and access rights

15. Confidentiality: Protection of company and member confidential information

16. Governing Law and Jurisdiction: Specification of Danish law application and jurisdiction

17. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

What sections are optional to include in a Restated Operating Agreement?

1. Tax Provisions: Detailed tax treatment and allocations - include if company has specific tax requirements or international operations

2. Intellectual Property: IP ownership and protection - include if company has significant IP assets

3. Non-Competition: Non-compete and non-solicitation provisions - include if protecting market position is crucial

4. Advisory Board: Structure and role of advisory board - include if company plans to have external advisors

5. Employee Incentive Plans: Framework for employee ownership or option plans - include if company plans to offer equity incentives

6. International Operations: Provisions for foreign operations - include if company operates internationally

7. Digital Governance: Rules for digital meetings and electronic communications - include if company operates primarily digitally

What schedules should be included in a Restated Operating Agreement?

1. Schedule A - Members and Capital Contributions: Detailed list of members and their initial/subsequent capital contributions

2. Schedule B - Ownership Interests: Current ownership percentages and classes of interests

3. Schedule C - Management Structure: Organizational chart and management responsibilities

4. Schedule D - Prior Agreements: List of all previous operating agreements being restated

5. Schedule E - Special Rights and Obligations: Any special arrangements or obligations of specific members

6. Appendix 1 - Voting Procedures: Detailed voting and meeting procedures

7. Appendix 2 - Transfer Procedures: Detailed procedures for interest transfers

8. Appendix 3 - Valuation Methods: Agreed methods for company/interest valuation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions












































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Relevant Industries

Technology and Software

Professional Services

Manufacturing

Retail and Consumer Goods

Financial Services

Healthcare and Life Sciences

Real Estate and Construction

Energy and Utilities

Transportation and Logistics

Media and Entertainment

Agriculture and Food Production

Consulting Services

Green Technology and Sustainability

Relevant Teams

Legal

Corporate Affairs

Executive Leadership

Board of Directors

Compliance

Finance

Corporate Governance

Business Development

Risk Management

Administrative

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Managing Director

Board Member

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Compliance Officer

Business Development Director

Company Partner

Member of Management Board

Head of Legal

Corporate Governance Officer

Managing Partner

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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