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Business Operating Agreement
"I need a Business Operating Agreement for a new tech startup in Dublin with three founding members, launching in January 2025, with specific provisions for intellectual property protection and future investor admission."
1. Parties: Identification of all members/partners entering into the agreement, including full legal names and addresses
2. Background: Context of the agreement, business purpose, and formation details
3. Definitions: Defined terms used throughout the agreement
4. Business Purpose and Formation: Detailed description of the business activities and formal establishment details
5. Capital Contributions: Initial and ongoing capital requirements, valuation of non-cash contributions
6. Ownership and Profit Sharing: Membership interests, profit/loss allocation, and distribution policies
7. Management Structure: Management roles, voting rights, and decision-making processes
8. Meetings and Resolutions: Procedures for member meetings, voting requirements, and record-keeping
9. Financial Management: Accounting practices, fiscal year, banking arrangements, and financial reporting
10. Transfer of Interests: Rules regarding transfer of ownership interests and admission of new members
11. Termination and Dissolution: Conditions and procedures for termination and winding up of the business
12. Governing Law: Confirmation of Irish law governance and jurisdiction
13. General Provisions: Standard legal provisions including notices, amendments, and severability
1. Intellectual Property Rights: Used when the business owns or develops IP, defining ownership and usage rights
2. Non-Competition and Confidentiality: Required when protecting business secrets or preventing member competition
3. Employee Management: Include when the business will have employees, covering hiring authority and policies
4. Tax Matters: Detailed tax provisions when complex tax arrangements are needed
5. Insurance Requirements: Specific insurance obligations when required by business nature
6. Data Protection: GDPR compliance provisions when handling personal data
7. International Operations: Include for businesses operating across borders
8. Dispute Resolution: Detailed ADR procedures when preferred over standard court proceedings
1. Schedule 1 - Initial Capital Contributions: Detailed list of members' initial capital contributions and valuations
2. Schedule 2 - Members' Information: Complete details of all members including contact information and ownership percentages
3. Schedule 3 - Business Plan: Initial business plan and operational guidelines
4. Schedule 4 - Management Procedures: Detailed procedures for management operations and decision-making
5. Schedule 5 - Banking Arrangements: Authorized signatories and banking procedures
6. Appendix A - Form of Resolution: Template for member resolutions
7. Appendix B - Transfer Notice: Standard form for notifying transfer of interests
8. Appendix C - Adherence Agreement: Template for new members joining the business
Authors
Professional Services
Technology
Retail
Manufacturing
Construction
Healthcare
Financial Services
Hospitality
Real Estate
Agriculture
Education
Consulting
Transport and Logistics
Media and Entertainment
Energy
Legal
Corporate Governance
Executive Leadership
Finance
Operations
Compliance
Risk Management
Business Development
Administrative
Company Secretariat
Chief Executive Officer
Managing Director
Company Secretary
Legal Counsel
Corporate Lawyer
Business Owner
Operations Director
Chief Financial Officer
Compliance Officer
Risk Manager
Board Member
Partnership Manager
Business Development Director
Company Director
General Counsel
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