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Operating Agreement Template for India

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Key Requirements PROMPT example:

Operating Agreement

"I need an Operating Agreement for a tech startup in Bangalore with three co-founders and potential foreign investors, including provisions for ESOP allocation and protection of intellectual property rights, to be implemented by March 2025."

Document background
The Operating Agreement is a crucial document used when establishing or restructuring a business entity in India. It serves as the foundational document that governs the internal operations and management of a company or LLP, outlining everything from ownership structures to day-to-day operational procedures. This agreement is particularly important in the Indian business context as it must comply with various legislative requirements, including the Companies Act 2013, Limited Liability Partnership Act 2008, and other relevant regulations. The Operating Agreement becomes essential when multiple stakeholders are involved, providing clear guidelines on capital contributions, profit sharing, management responsibilities, and dispute resolution mechanisms. It helps prevent future conflicts by establishing clear protocols and procedures while ensuring compliance with Indian corporate law requirements.
Suggested Sections

1. Parties: Identification of all members/partners entering into the agreement, including their full legal names and addresses

2. Background: Context of the agreement, including the purpose of forming the company and basic business objectives

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Formation and Name: Details of company formation, registered name, and business address

5. Business Purpose: Detailed description of the company's business activities and objectives

6. Capital Contributions: Initial and subsequent capital contributions by members, including valuation of non-cash contributions

7. Membership Interests: allocation of ownership interests, voting rights, and economic rights

8. Management Structure: Governance structure, appointment of managers, and decision-making processes

9. Meetings and Voting: Procedures for member meetings, voting requirements, and quorum rules

10. Distributions and Allocations: Rules for profit/loss distribution and tax allocations

11. Transfer Restrictions: Limitations on transfer of membership interests and right of first refusal provisions

12. Exit Provisions: Procedures for member withdrawal, buyout terms, and company dissolution

13. Confidentiality: Protection of company's confidential information and trade secrets

14. Dispute Resolution: Mechanisms for resolving disputes between members

15. Governing Law: Specification of Indian law as governing law and jurisdiction

16. Amendment Procedures: Process for modifying the operating agreement

Optional Sections

1. Special Purpose Vehicle Provisions: Required if the company is formed as an SPV for a specific project or venture

2. Foreign Investment Compliance: Needed if foreign investors are involved, detailing FEMA compliance

3. Industry-Specific Compliance: Required for regulated industries like financial services or healthcare

4. Intellectual Property Rights: Important for technology companies or businesses with significant IP assets

5. Tag-Along and Drag-Along Rights: Relevant for companies planning future investment rounds or exit strategies

6. Employee Stock Option Pool: Necessary if the company plans to offer equity-based compensation

7. Special Voting Rights: Required when certain members need special voting or veto rights

8. Corporate Social Responsibility: Mandatory for companies meeting certain profit thresholds under Companies Act

Suggested Schedules

1. Schedule 1 - Member Details: Detailed information about members including contact details and initial capital contributions

2. Schedule 2 - Initial Capital Structure: Breakdown of initial capital contributions and ownership percentages

3. Schedule 3 - Business Plan: Initial business plan and projected financials

4. Schedule 4 - Management Structure: Detailed organizational chart and management responsibilities

5. Schedule 5 - Reserved Matters: List of decisions requiring special approval or unanimous consent

6. Schedule 6 - Compliance Requirements: Specific regulatory and compliance requirements applicable to the business

7. Appendix A - Forms: Standard forms for notices, member certificates, and transfer documents

8. Appendix B - Valuation Methodology: Agreed methods for valuing company shares or assets

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

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Relevant Industries

Technology

Manufacturing

Professional Services

Real Estate

Healthcare

Financial Services

Retail

E-commerce

Construction

Education

Hospitality

Information Technology

Consulting

Media and Entertainment

Logistics

Relevant Teams

Legal

Corporate Affairs

Compliance

Finance

Executive Leadership

Board of Directors

Corporate Governance

Risk Management

Operations

Company Secretariat

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Legal Officer

Corporate Lawyer

Business Development Manager

Chief Financial Officer

Compliance Officer

Board Director

Legal Counsel

Corporate Governance Officer

Risk Manager

Operations Director

General Counsel

Partnership Manager

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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