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Amended Operating Agreement LLC
"Need to draft an Amended Operating Agreement LLC to add two new foreign investors and update profit-sharing ratios for our Manila-based technology company, with the changes to take effect from March 1, 2025."
1. Parties: Identification of all members of the LLC and any other parties to the agreement
2. Background: Context of the original operating agreement and reasons for amendment
3. Definitions: Definitions of key terms used throughout the agreement, including any new terms introduced by the amendment
4. Amendments to Original Agreement: Clear statement of which provisions are being amended, removed, or added
5. Company Formation and Purpose: Updated information about the LLC's formation, registration details, and business purpose
6. Capital Contributions: Modified provisions regarding member capital contributions, additional capital requirements, and capital accounts
7. Membership Interests: Updated allocation of ownership interests and any changes to voting rights
8. Management Structure: Revised management framework, including manager appointments and responsibilities
9. Meetings and Voting: Updated procedures for member meetings, voting requirements, and decision-making processes
10. Distributions and Allocations: Modified provisions for profit/loss allocation and distribution policies
11. Transfer Restrictions: Updated rules regarding transfer of membership interests, including any right of first refusal
12. Dissolution and Liquidation: Revised procedures for company dissolution and asset distribution
13. General Provisions: Standard clauses including governing law, notices, and amendment procedures
1. Foreign Ownership Provisions: Required if any members are non-Philippine citizens, addressing foreign ownership restrictions and compliance
2. Intellectual Property Rights: Needed if the LLC owns or manages significant IP assets
3. Competing Business Restrictions: Optional provisions restricting members from engaging in competing businesses
4. Tag-Along and Drag-Along Rights: Include for LLCs with sophisticated investors or complex exit strategies
5. Special Purpose Vehicle Provisions: Required if the LLC is formed for a specific project or venture
6. Banking and Finance Provisions: Include if the LLC has specific banking arrangements or financing requirements
7. Environmental Compliance: Necessary for businesses in industries with environmental impacts
8. Employee Stock Option Plans: Include if the LLC offers ownership interests to employees
1. Schedule A - Members' Information: Updated list of members, their contact information, and membership interests
2. Schedule B - Capital Contributions: Detailed breakdown of initial and additional capital contributions by members
3. Schedule C - Amended Management Structure: Organizational chart and detailed management responsibilities
4. Schedule D - Amended Business Plan: Updated business objectives and operational strategies
5. Schedule E - Asset Register: Current list of company assets and their allocation
6. Appendix 1 - Original Operating Agreement: Copy of the original operating agreement being amended
7. Appendix 2 - Corporate Resolutions: Relevant resolutions authorizing the amendments
8. Appendix 3 - Regulatory Approvals: Copies of any required regulatory approvals for the amendments
Authors
Original Operating Agreement
Amendment Date
Applicable Law
Articles of Organization
Business Day
Capital Account
Capital Contribution
Company
Confidential Information
Default Event
Defaulting Member
Distribution
Effective Date
Encumbrance
Fair Market Value
Fiscal Year
Initial Capital Contribution
Intellectual Property
Loss
Managing Member
Member
Membership Interest
Net Income
Net Loss
Officers
Original Members
Percentage Interest
Permitted Transfer
Person
Profit
Qualified Transfer
Quorum
Registered Office
Related Party
Remaining Members
Reserved Matters
Resolution
SEC
Securities
Special Resolution
Subsidiary
Super Majority
Tax
Territory
Third Party
Transfer
Transferee
Voting Rights
Membership Rights and Obligations
Capital Contributions
Profit and Loss Allocation
Distribution Rights
Management Structure
Voting Rights
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Intellectual Property
Decision Making
Meeting Procedures
Financial Management
Books and Records
Tax Matters
Dispute Resolution
Termination
Dissolution
Force Majeure
Governing Law
Indemnification
Insurance
Notices
Assignment
Severability
Entire Agreement
Further Assurance
Compliance with Laws
Foreign Ownership
Corporate Authority
Regulatory Compliance
Amendment Procedures
Representations and Warranties
Technology
Real Estate
Manufacturing
Retail
Professional Services
Construction
Agriculture
Food and Beverage
Healthcare
Education
Tourism and Hospitality
Import/Export
Consulting
Financial Services
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Risk Management
Corporate Affairs
Business Development
Operations
Administrative
Chief Executive Officer
Managing Director
Corporate Secretary
Legal Counsel
Chief Financial Officer
Business Development Manager
Operations Manager
Compliance Officer
Board Member
Company Director
Managing Partner
Corporate Governance Officer
Risk Management Officer
Investment Manager
Shareholder Relations Manager
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