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.
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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
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
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
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