Manager Managed Operating Agreement Template for Indonesia

The Manager Managed Operating Agreement is a crucial document for businesses operating in Indonesia that choose to delegate management authority to specific individuals or entities rather than having all members participate in daily operations. This structure is particularly relevant for companies with passive investors or those requiring professional management expertise. The agreement must comply with Indonesian legal requirements, particularly Law No. 40 of 2007 on Limited Liability Companies and related regulations governing corporate management and foreign investment. It provides comprehensive guidelines for company operations, including capital structure, management responsibilities, member rights, profit distribution, and dispute resolution mechanisms, while ensuring alignment with Indonesian corporate governance standards and business practices.

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

2. Background: Context of the agreement and company formation

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Formation and Name: Details of company formation, name, and registered address

5. Purpose and Business Activities: Scope of permitted business activities under Indonesian law

6. Capital Structure: Details of capital contributions, units/shares, and ownership percentages

7. Management Structure: Appointment of managers, powers, and responsibilities

8. Management Rights and Duties: Specific authorities, limitations, and obligations of managers

9. Members Rights and Obligations: Rights, voting powers, and duties of company members

10. Meetings and Voting: Procedures for management and member meetings

11. Financial Matters: Capital accounts, distributions, and fiscal management

12. Transfer of Interests: Rules regarding transfer of ownership interests

13. Withdrawal and Removal: Procedures for member withdrawal and manager removal

14. Dissolution and Liquidation: Process for company dissolution and asset distribution

15. Confidentiality: Protection of company and member confidential information

16. Dispute Resolution: Procedures for resolving conflicts under Indonesian law

17. General Provisions: Miscellaneous legal provisions including notices and amendments