The Manager Managed Operating Agreement is a crucial document for businesses operating in Hong Kong that wish to implement a professional management structure while maintaining separate ownership. This document is particularly relevant when establishing or restructuring a company where the owners (members) prefer to delegate day-to-day management responsibilities to appointed professional managers. The agreement complies with Hong Kong's Companies Ordinance and related regulations, providing a comprehensive framework for corporate governance, management responsibilities, ownership rights, and operational procedures. It's especially useful for medium to large enterprises, international businesses, or companies with complex operational needs that require clear separation between ownership and management functions.
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1. Parties: Identification of the company and all initial members/managers who are parties to the agreement
2. Background: Context of the agreement formation and company establishment
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Formation and Name: Details of company formation, name, and registered office
5. Purpose and Powers: Company's business purpose and scope of permitted activities
6. Management Structure: Establishment of manager-managed structure and governance framework
7. Managers' Rights and Duties: Detailed powers, responsibilities, and fiduciary duties of managers
8. Members' Rights and Obligations: Rights, obligations, and limitations of member involvement in management
9. Capital Contributions: Initial and additional capital contribution requirements and procedures
10. Distributions: Rules and procedures for profit distributions and capital returns
11. Transfer of Interests: Procedures and restrictions for transferring membership interests
12. Meetings and Voting: Procedures for manager and member meetings, voting rights and requirements
13. Financial Affairs: Accounting, records, banking, and financial management requirements
14. Dissolution and Liquidation: Procedures for company dissolution and asset distribution
15. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Tax Matters: Specific tax elections and procedures - include for companies with complex tax structures
2. Intellectual Property: IP ownership and protection - include for companies with significant IP assets
3. Competing Activities: Non-compete and non-solicitation provisions - include for businesses with competitive concerns
4. Insurance Requirements: Mandatory insurance coverage - include for high-risk businesses or regulatory requirements
5. Dispute Resolution: Detailed ADR procedures - include when parties prefer specific dispute resolution mechanisms
6. Foreign Investment Provisions: Special provisions for foreign investors - include when there are international members
7. Digital Assets and Cybersecurity: Digital asset management and security - include for technology-focused companies
1. Schedule 1 - Members' Information: Details of all members, their capital contributions, and percentage interests
2. Schedule 2 - Managers' Information: List of initial managers, their details, and specific delegated powers
3. Schedule 3 - Business Plan: Initial business plan and strategic objectives
4. Schedule 4 - Share Capital Structure: Detailed breakdown of share classes and rights
5. Schedule 5 - Reserved Matters: List of decisions requiring special approval or voting thresholds
6. Appendix A - Form of Resolution: Standard templates for written resolutions
7. Appendix B - Transfer Notice: Standard form for transfer of membership interests
8. Appendix C - Adherence Agreement: Template for new members joining the agreement
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Professional Services
Technology
Real Estate
Trading and Commerce
Manufacturing
Retail
Hospitality
Healthcare
Education
Construction
Import/Export
Consulting
Investment Management
Relevant Teams
Legal
Corporate Governance
Executive Management
Finance
Operations
Compliance
Risk Management
Corporate Secretarial
Board of Directors
Administrative
Relevant Roles
Chief Executive Officer
Managing Director
Executive Director
Chief Financial Officer
Chief Operating Officer
Company Secretary
Legal Counsel
Corporate Governance Officer
Compliance Officer
Board Member
Department Head
Operations Manager
Finance Manager
Business Development Manager
Risk Manager
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