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Real Estate Holding Company Operating Agreement
"I need a Real Estate Holding Company Operating Agreement for a family-owned business in Saudi Arabia that will manage a portfolio of commercial properties in Riyadh, with specific provisions for Shariah-compliant financing and succession planning for the next generation of family members."
1. Parties: Identification of all members/shareholders forming the real estate holding company
2. Background: Context of the company formation and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Formation and Name: Details of company formation, registered name, and registration requirements
5. Purpose and Business Activities: Scope of permitted real estate activities and business objectives
6. Capital Structure: Details of capital contribution, shares, and valuation of any real estate contributions
7. Management Structure: Governance framework, appointment of managers, and decision-making processes
8. Members' Rights and Obligations: Rights, duties, and responsibilities of company members
9. Real Estate Assets Management: Procedures for acquiring, managing, and disposing of real estate assets
10. Financial Management: Financial procedures, accounting requirements, and distribution of profits
11. Transfer of Shares: Rules and restrictions on transfer of ownership interests
12. Meetings and Resolutions: Procedures for member meetings and decision-making processes
13. Term and Termination: Duration of the agreement and termination provisions
14. Dissolution and Liquidation: Process for company dissolution and asset distribution
15. Governing Law and Dispute Resolution: Application of Saudi law and dispute resolution mechanisms
16. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Shariah Compliance: Specific provisions ensuring compliance with Islamic law principles, required if the company will operate under Islamic finance principles
2. Foreign Ownership Provisions: Additional requirements and restrictions if any members are non-Saudi nationals
3. Real Estate Investment Funds: Specific provisions if the company will establish or manage real estate investment funds
4. Development Projects: Provisions governing real estate development activities if the company will engage in development
5. Financing Arrangements: Provisions regarding Islamic or conventional financing arrangements for real estate acquisitions
6. Property Management: Detailed provisions for property management if the company will manage properties directly
7. Intellectual Property: Provisions regarding company branding and intellectual property if relevant
8. Employment Matters: Provisions regarding employment of staff if the company will have employees
1. Schedule 1 - Member Information: Detailed information about members including ownership percentages and contact details
2. Schedule 2 - Initial Capital Contributions: Details of initial capital contributions including any real estate assets
3. Schedule 3 - Real Estate Assets: List and details of initial real estate assets owned by the company
4. Schedule 4 - Management Structure: Detailed organizational structure and management procedures
5. Schedule 5 - Business Plan: Initial business plan and investment strategy
6. Schedule 6 - Valuation Methodology: Agreed methods for valuing real estate assets and company shares
7. Appendix A - Power of Attorney Template: Standard form for appointing representatives
8. Appendix B - Share Transfer Forms: Standard forms for transfer of shares
9. Appendix C - Required Government Approvals: List of necessary permits and licenses
10. Appendix D - Compliance Checklist: Checklist of regulatory compliance requirements
Authors
Articles of Association
Applicable Law
Board
Business Day
Business Plan
Capital
Capital Contribution
Commercial Registration
Company
Confidential Information
CMA
Default Event
Distributable Profits
Effective Date
Encumbrance
Financial Year
Foreign Investment License
General Assembly
Governmental Authority
Initial Capital
Investment Committee
Islamic Finance Principles
Management
Manager
Member
Ministry of Commerce
Ministry of Investment
Notice
Operating Expenses
Ordinary Resolution
Ownership Interest
Parties
Permitted Transfer
Property
Real Estate Assets
Real Estate Rights
Register of Commerce
Related Party
Reserved Matters
RETT
Saudi Arabia
Saudi Riyal
Share
Shareholder
Shariah
Special Resolution
Subsidiary
Tag-Along Rights
Transfer
Valuation
VAT
Zakat
Capital and Financing
Share Capital
Share Transfer
Management Rights
Voting Rights
Board Composition
Real Estate Asset Management
Property Acquisition
Property Disposal
Investment Strategy
Decision Making
General Assembly
Profit Distribution
Islamic Finance Compliance
Confidentiality
Non-Competition
Related Party Transactions
Regulatory Compliance
Foreign Ownership
Tax and Zakat
Representations and Warranties
Indemnification
Force Majeure
Assignment
Termination
Liquidation
Dispute Resolution
Governing Law
Notices
Amendment
Entire Agreement
Severability
Good Faith
Record Keeping
Audit Rights
Insurance
Environmental Compliance
Anti-Money Laundering
Intellectual Property
Conflict of Interest
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Exit Rights
Deadlock Resolution
Business Planning
Valuation
Power of Attorney
Shareholder Loans
Default
Remedies
Real Estate
Property Development
Investment Management
Construction
Property Management
Real Estate Investment Trusts (REITs)
Commercial Property
Residential Property
Industrial Property
Hospitality
Mixed-use Development
Islamic Finance
Family Business
Legal
Compliance
Real Estate
Investment
Finance
Operations
Risk Management
Corporate Governance
Property Management
Asset Management
Business Development
Executive Leadership
Board of Directors
Company Secretariat
Chief Executive Officer
Chief Financial Officer
Real Estate Director
Property Manager
Investment Manager
Legal Counsel
Compliance Officer
Board Director
Company Secretary
Real Estate Development Manager
Asset Manager
Finance Director
Operations Director
Risk Manager
Corporate Governance Officer
Shariah Compliance Officer
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