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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."
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
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
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
Financial Services
Technology
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Mining and Resources
Agriculture
Construction
Education
Transportation and Logistics
Media and Entertainment
Hospitality
Energy
Legal
Corporate Governance
Executive Leadership
Board of Directors
Compliance
Risk Management
Corporate Affairs
Company Secretariat
Shareholder Relations
Finance
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
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