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Business Operating Agreement Template for Ireland

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Key Requirements PROMPT example:

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."

Document background
The Business Operating Agreement serves as the foundational document for businesses operating in Ireland, establishing the framework for business operations and management. This document is essential when forming a new business entity or restructuring an existing one, particularly for private companies, partnerships, and limited liability entities. It must comply with Irish company law, particularly the Companies Act 2014, and includes detailed provisions for ownership structure, management responsibilities, capital contributions, profit sharing, and operational procedures. The agreement is crucial for preventing future disputes by clearly defining roles, responsibilities, and decision-making processes, while also providing mechanisms for business evolution and eventual dissolution. It should be tailored to specific business needs while maintaining compliance with Irish regulatory requirements.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Professional Services

Technology

Retail

Manufacturing

Construction

Healthcare

Financial Services

Hospitality

Real Estate

Agriculture

Education

Consulting

Transport and Logistics

Media and Entertainment

Energy

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Operations

Compliance

Risk Management

Business Development

Administrative

Company Secretariat

Relevant Roles

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

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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