Real Estate Holding Company Operating Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

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."

Document background
The Real Estate Holding Company Operating Agreement is a foundational document used when establishing a real estate holding company in Saudi Arabia or updating the governance structure of an existing one. This document is essential for companies looking to consolidate, manage, and invest in real estate assets within the Kingdom. It must comply with the Saudi Companies Law, Real Estate Ownership and Investment Laws, and where applicable, foreign investment regulations and Shariah principles. The agreement typically includes detailed provisions for company formation, capital structure, management framework, real estate asset handling, profit distribution, and exit mechanisms. It's particularly important in the Saudi context due to specific local requirements for real estate ownership, foreign investment restrictions, and regulatory compliance obligations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Relevant legal definitions
Clauses
Relevant Industries

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

Relevant Teams

Legal

Compliance

Real Estate

Investment

Finance

Operations

Risk Management

Corporate Governance

Property Management

Asset Management

Business Development

Executive Leadership

Board of Directors

Company Secretariat

Relevant Roles

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

Industries
Companies Law (2015): The primary legislation governing company formation, structure, and operations in Saudi Arabia, including provisions for Limited Liability Companies and Joint Stock Companies
Real Estate Ownership and Investment Law: Regulates real estate ownership, transfer of property, and investment activities in Saudi Arabia, including restrictions on ownership in specific areas
Foreign Investment Law: Governs foreign investment in Saudi Arabia, including restrictions and requirements for foreign ownership of real estate and company shares
Anti-Money Laundering Law: Requires compliance with AML regulations in real estate transactions and company operations
Zakat, Tax and Customs Authority (ZATCA) Regulations: Governs tax obligations, including real estate tax, zakat payments, and VAT implications for real estate transactions
Capital Market Authority (CMA) Real Estate Investment Funds Regulations: Relevant if the company plans to engage in real estate investment fund activities or public offerings
Ministry of Investment (MISA) Regulations: Stipulates requirements for foreign investors in real estate sector and company formation
Commercial Registration Requirements: Specifies registration requirements and ongoing compliance obligations for real estate holding companies
Saudi Contract Law: Governs the formation and enforcement of contracts, including operating agreements and real estate transactions
Municipality Regulations: Local regulations affecting real estate ownership, development, and usage in different regions of 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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