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Limited Liability Company Operating Agreement
"I need a Limited Liability Company Operating Agreement for a technology startup based in Ontario with three founding shareholders, incorporating provisions for employee share options and specific protections for intellectual property developed by the company."
1. Parties: Identification of all shareholders/members who are party to the agreement
2. Background: Context of the agreement formation and incorporation details
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Business of the Corporation: Description of the corporation's primary business activities and objectives
5. Share Capital and Certificates: Details of authorized share capital, classes of shares, and share certificate provisions
6. Management and Corporate Governance: Structure of management, board composition, and governance procedures
7. Shareholders Meetings: Procedures for calling and conducting shareholders meetings, voting rights
8. Directors Meetings: Procedures for board meetings, voting, and decision-making processes
9. Officers: Appointment, duties, and responsibilities of corporate officers
10. Transfer of Shares: Restrictions and procedures for share transfers, including right of first refusal
11. Financial Matters: Financial management, distributions, and dividend policies
12. Books and Records: Requirements for maintaining corporate records and financial statements
13. Confidentiality: Protection of corporate confidential information
14. Dispute Resolution: Procedures for resolving disputes between shareholders or with management
15. Term and Termination: Duration of the agreement and circumstances for termination
16. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Tag-Along Rights: Used when minority shareholders need protection to sell their shares alongside majority shareholders
2. Drag-Along Rights: Included when majority shareholders want the right to force minority shareholders to join in the sale of the company
3. Pre-emptive Rights: Added when existing shareholders should have the right to maintain their ownership percentage in new share issuances
4. Shot-gun Clause: Included when shareholders want a mechanism for forced buyout in case of deadlock
5. Non-Competition and Non-Solicitation: Used when restrictions on competitive activities by shareholders are needed
6. Intellectual Property Rights: Required when the corporation owns significant intellectual property
7. Employee Share Ownership Plan: Included when the corporation plans to offer shares to employees
8. Digital Assets and Cryptocurrency: Added when the corporation deals with digital assets or cryptocurrency
9. Environmental Compliance: Required for businesses with environmental impacts or obligations
1. Schedule A - Share Capital Table: Current shareholding structure and share classes
2. Schedule B - Initial Directors and Officers: List of initial directors and officers with their positions
3. Schedule C - Business Plan: Initial business plan and strategic objectives
4. Schedule D - Shareholders' Contact Information: Contact details and notice addresses for all shareholders
5. Schedule E - Share Transfer Form: Standard form for executing share transfers
6. Schedule F - Corporate Policies: Key corporate policies and procedures
7. Appendix 1 - Share Certificate Template: Format and content of share certificates
8. Appendix 2 - Meeting Procedures: Detailed procedures for conducting various corporate meetings
Authors
Technology
Manufacturing
Professional Services
Real Estate
Retail
Healthcare
Financial Services
Construction
Agriculture
Entertainment
Energy
Transportation
Education
Hospitality
Consulting
Legal
Corporate Governance
Executive Leadership
Board of Directors
Finance
Compliance
Administration
Risk Management
Corporate Affairs
Business Development
Chief Executive Officer
Corporate Lawyer
Chief Financial Officer
Board Director
Company Secretary
Chief Operating Officer
Corporate Governance Officer
Compliance Officer
General Counsel
Managing Director
Shareholder Relations Manager
Business Development Director
Corporate Administrator
Risk Manager
Executive Director
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