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Operating Agreement For Corporation Template for Australia

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Key Requirements PROMPT example:

Operating Agreement For Corporation

"I need an Operating Agreement For Corporation for my new Australian technology startup launching in March 2025, with specific provisions for future venture capital investment and an employee share scheme, suitable for a company with three founding shareholders who will all serve as directors."

Document background
The Operating Agreement For Corporation is a crucial document required when establishing or formalizing the governance structure of a corporation in Australia. It serves as the primary internal governance document, complementing the company's constitution and ensuring compliance with the Corporations Act 2001. This agreement is typically implemented during company formation, corporate restructuring, or when updating governance frameworks to reflect current best practices. The document comprehensively addresses corporate governance, shareholder rights, management structures, decision-making processes, and dispute resolution mechanisms. It's particularly important for companies with multiple shareholders, complex ownership structures, or specific governance requirements. The agreement must align with Australian corporate law while providing flexibility for future growth and changes in corporate structure.
Suggested Sections

1. Parties: Identifies the corporation and its members/shareholders who are party to the agreement

2. Background: Provides context for the agreement and states the purpose of establishing the operating procedures

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation

4. Company Structure: Outlines the corporate structure, share classes, and ownership arrangement

5. Corporate Governance: Details the governance framework including board composition and meeting procedures

6. Management and Decision Making: Specifies management structure, authority levels, and decision-making processes

7. Shareholders Rights and Obligations: Defines rights, responsibilities, and obligations of shareholders

8. Share Capital and Transfers: Details share capital structure and procedures for share transfers

9. Financial Matters: Covers financial management, distributions, and reporting requirements

10. Meetings and Voting: Procedures for shareholder and board meetings, voting rights and requirements

11. Dispute Resolution: Processes for handling disputes between members or with the company

12. Confidentiality: Obligations regarding confidential information and trade secrets

13. Termination: Circumstances and procedures for terminating the agreement

14. General Provisions: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Intellectual Property: Required when the corporation owns or manages significant IP assets

2. External Investment: Included when the corporation anticipates or allows external investment

3. Tag-Along and Drag-Along Rights: Added for corporations planning future sales or mergers

4. Pre-emptive Rights: Used when shareholders want first right of refusal on share transfers

5. Employee Share Schemes: Included when the corporation offers or plans to offer employee share ownership

6. Related Party Transactions: Required for corporations with significant related party dealings

7. Environmental Compliance: Necessary for corporations with environmental impact considerations

8. International Operations: Added for corporations operating across multiple jurisdictions

9. Digital Operations: Required for corporations with significant online presence or digital assets

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of share classes and ownership

2. Initial Directors and Officers: List of initial directors and key officers with their details

3. Reserved Matters: Decisions requiring special approval or voting thresholds

4. Company Policies: Key corporate policies referenced in the agreement

5. Share Valuation Methods: Agreed methods for valuing shares for transfers or exits

6. Deed of Accession: Template for new shareholders joining the agreement

7. Corporate Authority Matrix: Detailed breakdown of decision-making authorities

8. Business Plan: Initial or current business plan (if referenced in agreement)

9. Shareholder Details: Complete shareholder information and shareholding details

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Mining and Resources

Agriculture

Construction

Education

Transportation and Logistics

Media and Entertainment

Hospitality

Energy

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Compliance

Risk Management

Corporate Affairs

Company Secretariat

Shareholder Relations

Finance

Relevant Roles

Chief Executive Officer

Company Director

Company Secretary

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Member

Managing Director

Chief Operating Officer

Corporate Governance Manager

Risk Manager

Shareholder Relations Manager

General Counsel

Executive Director

Non-Executive Director

Industries










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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