Amended And Restated Operating Agreement Template for Singapore

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Amended And Restated Operating Agreement

"Need an Amended and Restated Operating Agreement for our Singapore tech startup to add two new investors and revise profit-sharing arrangements, incorporating recent changes in management structure and reflecting our Series B funding round closing in March 2025."

What is a Amended And Restated Operating Agreement?

The Amended and Restated Operating Agreement is utilized when significant changes to an organization's structure or operations necessitate a comprehensive update to the existing operating agreement. This document is particularly relevant in Singapore's dynamic business environment, where companies often need to adapt their governance structures to accommodate growth, new partnerships, or regulatory changes. It consolidates all previous amendments and new modifications into a single, authoritative document, providing clarity on member rights, management structure, capital contributions, and profit distribution while ensuring compliance with Singapore's Companies Act and related regulations.

What sections should be included in a Amended And Restated Operating Agreement?

1. Parties: Identification of all members/partners and their details

2. Background: Context of the amendment and restatement, including history of previous agreements

3. Definitions: Key terms used throughout the agreement

4. Company Formation: Details of the company structure and purpose

5. Capital Contributions: Members' initial and ongoing capital contributions

6. Profit and Loss Allocation: Distribution of profits and losses among members

7. Management Structure: Governance structure and decision-making processes

8. Voting Rights: Member voting rights and procedures

9. Transfer of Interests: Rules regarding transfer of membership interests

10. Dissolution: Procedures for company dissolution

What sections are optional to include in a Amended And Restated Operating Agreement?

1. Tag-Along Rights: Rights of minority members to join in sale of majority interests

2. Drag-Along Rights: Rights of majority to force minority to join in sale

3. Non-Compete Provisions: Restrictions on competitive activities

4. International Operations: Provisions for international business activities

What schedules should be included in a Amended And Restated Operating Agreement?

1. Schedule of Members: Detailed list of all members and their ownership percentages

2. Capital Contribution Schedule: Detailed breakdown of members' capital contributions

3. Company Assets Schedule: List of company assets and their valuations

4. Organizational Chart: Visual representation of management structure

5. Historical Amendments: List of previous amendments to the original operating agreement

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

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Technology
Professional Services
Real Estate
Manufacturing
Financial Services

Relevant Teams

Legal
Finance
Corporate Secretarial
Operations
Executive Leadership

Relevant Roles

Chief Executive Officer
Chief Financial Officer
Company Secretary
General Counsel
Managing Director

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Let's create your Amended And Restated Operating Agreement

What is a Amended And Restated Operating Agreement?

What sections should be included in a Amended And Restated Operating Agreement?

What sections are optional to include in a Amended And Restated Operating Agreement?

What schedules should be included in a Amended And Restated Operating Agreement?

Authors

Alex Denne

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