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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."
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
Authors
Annual Budget
Applicable Law
Articles of Association
Business Day
Business Plan
Capital Account
Capital Contribution
Company
Company Property
Confidential Information
Deed of Establishment
Default Event
Distributable Profits
Distribution
Effective Date
Encumbrance
Financial Year
Fiscal Year
Force Majeure
Foreign Investment
General Meeting of Members
Governing Law
Indonesian Language Version
Initial Capital
Intellectual Property Rights
Major Decisions
Material Breach
Member
Membership Interest
MOLHR
Net Income
NIB Number
Operating Expenses
Percentage Interest
Permitted Transfer
Prohibited Transfer
PT
Quorum
Register of Members
Related Party
Required Majority
Reserved Matters
Resolution
RUPS
Shareholder
Simple Majority
Special Resolution
Super Majority
Tax Year
Territory
Third Party
Transfer
Voting Rights
Purpose and Powers
Principal Place of Business
Term and Dissolution
Capital Contributions
Additional Capital Contributions
Capital Accounts
Membership Interests
Admission of New Members
Voting Rights
Management Rights
Member Meetings
Quorum Requirements
Decision Making
Financial Management
Banking
Accounting and Records
Tax Matters
Profit Distribution
Loss Allocation
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Member Withdrawal
Member Removal
Confidentiality
Non-Competition
Intellectual Property
Dispute Resolution
Force Majeure
Amendments
Notices
Assignment
Severability
Governing Law
Language Requirements
Indemnification
Insurance
Business Plan and Budget
Related Party Transactions
Foreign Investment Compliance
Environmental Compliance
Employment Matters
Asset Management
Winding Up
Termination
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
Legal
Corporate Secretariat
Compliance
Finance
Tax
Risk Management
Corporate Governance
Strategic Planning
Operations
Investment
Shareholder Relations
Business Development
Executive Leadership
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
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