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Business Operating Agreement
"I need a Business Operating Agreement for a new Swiss tech startup with three founding members, launching in March 2025, with specific provisions for intellectual property protection and future investor inclusion."
1. Parties: Identification and details of all members/partners involved in the business
2. Background: Context of the agreement and purpose of the business
3. Definitions: Defined terms used throughout the agreement
4. Formation and Name: Details of business formation, registered name, and type of entity
5. Purpose and Scope: Detailed description of business activities and objectives
6. Principal Place of Business: Official address and any rules regarding location changes
7. Term and Fiscal Year: Duration of the agreement and definition of the fiscal year
8. Capital Contributions: Initial and subsequent capital contributions, valuation methods
9. Ownership Interests: Distribution of ownership and voting rights
10. Management Structure: Governance structure, management roles, and decision-making processes
11. Meetings and Voting: Procedures for member meetings and voting requirements
12. Financial Affairs: Accounting practices, banking, and financial management
13. Profit and Loss Distribution: Method of allocating profits and losses
14. Transfer Restrictions: Rules regarding transfer of ownership interests
15. Withdrawal and Dissolution: Procedures for member withdrawal and business dissolution
16. Confidentiality: Protection of business information and trade secrets
17. Governing Law: Confirmation of Swiss law application and jurisdiction
18. Amendment Procedures: Process for modifying the agreement
19. Notices: Communication procedures between parties
20. General Provisions: Miscellaneous legal provisions including severability and entire agreement
1. Intellectual Property Rights: Used when the business owns or develops IP requiring specific management
2. Non-Competition: Include when members should be restricted from competing activities
3. Employment of Members: Required when members may also serve as employees
4. Insurance Requirements: Include for businesses with specific insurance needs
5. Dispute Resolution: Optional detailed procedures for handling disputes, including mediation
6. Tag-Along Rights: Include for businesses where minority owner protection is important
7. Drag-Along Rights: Used when forced sale provisions are desired
8. Special Purpose Vehicles: Include when the business may create subsidiaries or special ventures
9. Environmental Compliance: Required for businesses with environmental impact considerations
10. Data Protection: Include when business handles significant personal or sensitive data
1. Schedule A - Initial Capital Contributions: Detailed list of all initial capital contributions and their valuations
2. Schedule B - Members Information: Complete details of all members including contact information and ownership percentages
3. Schedule C - Business Plan: Initial business plan and strategic objectives
4. Schedule D - Management Structure Chart: Organizational chart and management hierarchy
5. Schedule E - Approved Budget: Initial approved budget and financial projections
6. Appendix 1 - Signing Authorities: List of authorized signatories and their powers
7. Appendix 2 - Required Insurances: Details of mandatory insurance coverage
8. Appendix 3 - Compliance Procedures: Standard operating procedures for regulatory compliance
9. Appendix 4 - Form of Resolution: Template for member resolutions
10. Appendix 5 - Transfer Notice: Standard form for notification of ownership transfer
Authors
Technology
Manufacturing
Professional Services
Retail
Healthcare
Financial Services
Real Estate
Construction
Hospitality
Consulting
Agriculture
Energy
Transportation
Education
Media and Entertainment
Legal
Finance
Corporate Governance
Executive Leadership
Operations
Compliance
Risk Management
Corporate Affairs
Administrative
Company Secretariat
CEO
Managing Director
Legal Counsel
Corporate Secretary
Chief Financial Officer
Business Development Manager
Operations Director
Compliance Officer
Risk Manager
Board Member
Company Owner
Partner
General Counsel
Chief Operating Officer
Finance Director
Corporate Governance Officer
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