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Amended Operating Agreement

Amended Operating Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Amended Operating Agreement

"I need an Amended Operating Agreement under Saudi law to reflect a change in shareholding structure where a new foreign investor is acquiring 30% stake in our manufacturing LLC, expected to close by March 2025."

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Document background
The Amended Operating Agreement is a critical document used when partners or shareholders in a Saudi Arabian company need to modify their existing operational arrangements. This document type is particularly relevant when companies undergo significant changes such as ownership restructuring, capital modifications, or management reorganization. It must comply with Saudi Companies Law, Ministry of Commerce regulations, and Sharia principles, making it essential for businesses operating in Saudi Arabia. The agreement typically reflects changes in business relationships, company structure, or operational procedures while maintaining the core elements of the original agreement. It's commonly used during company expansions, internal restructuring, or when adapting to new regulatory requirements.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including their full legal names, registration details, and addresses

2. Background: Context of the original operating agreement and the reason for amendments

3. Definitions: Definitions of terms used in the agreement, including both original and new terms introduced by the amendment

4. Effect of Amendment: Clear statement of how this amendment modifies the original agreement and which provisions remain in effect

5. Amendments to Original Agreement: Detailed listing of specific changes to the original agreement, referenced by section number

6. Capital and Shares: Updated capital structure, share distribution, and any changes to shareholding

7. Management Structure: Revised management and governance structure, including any changes to board composition or management rights

8. Decision Making Process: Updated procedures for company decisions and required approvals

9. Profit and Loss Distribution: Modified terms for distribution of profits and allocation of losses

10. Transfer of Shares: Updated restrictions and procedures for share transfers

11. Sharia Compliance: Provisions ensuring compliance with Islamic law principles

12. Governing Law and Jurisdiction: Confirmation of Saudi law governance and dispute resolution procedures

13. General Provisions: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Foreign Investment Provisions: Required if any party is a foreign investor, addressing specific requirements under Saudi foreign investment laws

2. Intellectual Property Rights: Include if the company owns or licenses significant IP assets

3. Non-Competition and Confidentiality: Add if there are specific concerns about competition or confidential information

4. Exit Mechanisms: Include if parties want to establish specific procedures for company exit or dissolution

5. Related Party Transactions: Required if there are significant dealings with related parties

6. Zakat and Tax Provisions: Include if there are specific arrangements for handling Zakat and tax obligations

7. Environmental Compliance: Required for companies in industries with environmental impact

8. Government Approvals: Include if the company requires specific governmental licenses or approvals

Suggested Schedules

1. Schedule 1 - Amended Articles of Association: Updated company articles reflecting all amendments

2. Schedule 2 - Capital Structure: Detailed breakdown of updated shareholding and capital contributions

3. Schedule 3 - Management Structure Chart: Organizational chart showing revised management structure

4. Schedule 4 - Reserved Matters: Updated list of decisions requiring special approval

5. Schedule 5 - Original Agreement: Copy of the original operating agreement for reference

6. Schedule 6 - Regulatory Approvals: Copies of any required governmental or regulatory approvals

7. Schedule 7 - Shareholder Details: Updated information about all shareholders including KYC documentation

8. Appendix A - Amended Financial Provisions: Detailed financial procedures and requirements

9. Appendix B - Form of Shareholder Resolution: Template for shareholder resolutions approving the amendments

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Amended Operating Agreement
Original Operating Agreement
Amendment Date
Effective Date
Articles of Association
Board of Directors
Board Resolution
Business Day
Capital
Commercial Registration
Company
Confidential Information
Control
Encumbrance
Financial Year
Foreign Investment License
General Assembly
Governmental Authority
Initial Capital
Intellectual Property Rights
Management Committee
Manager
Ministry of Commerce
Partners
Partnership Interest
Profit Distribution
Related Party
Reserved Matters
Saudi Arabia
SAGIA
Share
Shareholder Resolution
Shareholders
Sharia Compliant
Subsidiary
Tag-Along Rights
Transfer
Voting Rights
Zakat
Clauses
Parties and Recitals
Definitions and Interpretation
Amendment Scope
Capital and Shares
Share Transfer Restrictions
Management Rights
Voting Rights
Board Composition
General Assembly
Reserved Matters
Profit Distribution
Loss Allocation
Capital Increases
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Non-Competition
Confidentiality
Intellectual Property
Financial Matters
Accounting and Records
Regulatory Compliance
Sharia Compliance
Related Party Transactions
Information Rights
Exit Rights
Deadlock Resolution
Default
Force Majeure
Term and Termination
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Amendment and Waiver
Counterparts
Language
Costs and Expenses
Relevant Industries

Manufacturing

Technology

Real Estate

Healthcare

Financial Services

Retail

Construction

Energy

Telecommunications

Professional Services

Logistics

Education

Tourism

Agricultural

Relevant Teams

Legal

Corporate Affairs

Compliance

Finance

Board of Directors

Executive Management

Risk Management

Corporate Governance

Business Development

Operations

Investment

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Chief Financial Officer

Managing Director

Board Member

Compliance Officer

Commercial Director

Investment Manager

Business Development Manager

Operations Director

Risk Manager

Corporate Governance Officer

Industries
Companies Law (2015): The primary legislation governing companies in Saudi Arabia, including provisions for operating agreements, amendments, and corporate governance requirements
Commercial Registration Law: Regulates business registration and licensing requirements, which must be reflected in operating agreements
Foreign Investment Law: Governs foreign investment in Saudi businesses and any special requirements for foreign partners in operating agreements
Commercial Courts Law: Establishes jurisdiction and dispute resolution mechanisms that should be considered in operating agreements
Saudi Arabian Monetary Authority (SAMA) Regulations: Relevant for financial aspects and banking relationships mentioned in operating agreements
Capital Market Law: Important for companies dealing with securities or planning public offerings
Anti-Money Laundering Law: Compliance requirements that may need to be reflected in operating procedures
Labor Law: Relevant for sections of the operating agreement dealing with employment and management structure
Sharia Law Principles: Islamic law principles that must be considered in all commercial agreements in Saudi Arabia
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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