Member Managed Operating Agreement Template for Indonesia

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Key Requirements PROMPT example:

Member Managed Operating Agreement

"I need a Member Managed Operating Agreement for a technology startup in Jakarta with three founding members, where we plan to add foreign investors by March 2025, so the agreement needs to include provisions for future capital raises and foreign ownership compliance."

Document background
The Member Managed Operating Agreement is essential for businesses operating in Indonesia that choose a direct member-management structure rather than appointing separate managers or directors. This document is particularly crucial for small to medium-sized enterprises, startups, and family businesses where members want to maintain direct control over daily operations. The agreement must comply with Indonesian Company Law (Law No. 40 of 2007) and related regulations, including specific requirements for foreign investment if applicable. It details critical aspects such as capital contributions, profit sharing, voting rights, transfer restrictions, and dissolution procedures. The document serves as the primary governance framework for the company, ensuring clear understanding among members regarding their rights, responsibilities, and operational procedures while maintaining compliance with Indonesian legal requirements.
Suggested Sections

1. Parties: Identification of all members/parties entering into the agreement

2. Background: Context and purpose of the operating agreement

3. Definitions: Definitions of key terms used throughout the agreement

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

5. Capital Contributions: Initial and additional capital contributions, valuation of non-cash contributions

6. Membership Interests: Classification and rights attached to membership interests

7. Management Structure: Member-management provisions, voting rights, and decision-making processes

8. Meetings: Procedures for member meetings, voting requirements, and quorum

9. Financial Affairs: Accounting practices, fiscal year, banking, and financial reporting requirements

10. Distributions: Profit sharing, distribution policies, and limitations

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

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

13. Dissolution: Procedures for company dissolution and asset distribution

14. Governing Law: Choice of Indonesian law and jurisdiction

15. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability

Optional Sections

1. Intellectual Property: Required when the company will develop or manage significant IP assets

2. Confidentiality: Detailed confidentiality provisions when dealing with sensitive information or trade secrets

3. Non-Competition: Restrictions on competitive activities, needed when members may have competing interests

4. Foreign Investment Provisions: Required when any members are foreign entities or individuals

5. Special Project Management: Needed when the company undertakes specific projects requiring separate governance

6. Branch Office Operations: Required when the company plans to operate branch offices

7. Shariah Compliance: Required when the company needs to comply with Islamic banking or finance principles

Suggested Schedules

1. Schedule A - Member Information: Details of all members including contact information and initial capital contributions

2. Schedule B - Initial Capital Structure: Detailed breakdown of initial capital contributions and membership percentages

3. Schedule C - Company Assets: List and description of company's initial assets

4. Schedule D - Management Procedures: Detailed procedures for day-to-day management and decision-making

5. Schedule E - Approved Business Plan: Initial business plan and budget

6. Appendix 1 - Specimen Signatures: Authorized signatures of all members

7. Appendix 2 - Form of Transfer Notice: Standard form for notifying transfer of membership interests

8. Appendix 3 - Deed of Adherence: Template for new members joining the agreement

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Technology and Software

Professional Services

Manufacturing

Retail and E-commerce

Food and Beverage

Agriculture

Construction

Real Estate

Healthcare

Education

Creative Industries

Tourism and Hospitality

Transportation and Logistics

Mining and Natural Resources

Renewable Energy

Financial Services

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Tax

Risk Management

Corporate Governance

Strategic Planning

Operations

Investment

Shareholder Relations

Business Development

Executive Leadership

Relevant Roles

Chief Executive Officer

Company Director

Managing Partner

Legal Counsel

Corporate Secretary

Chief Financial Officer

Business Development Manager

Compliance Officer

Risk Manager

Investment Manager

Company Founder

Shareholder Relations Manager

Corporate Governance Specialist

Board Member

General Counsel

Tax Manager

Operations Director

Strategic Planning Director

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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