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Operating Agreement For Corporation
"I need an Operating Agreement For Corporation for a new tech startup in Manila with three founding shareholders, incorporating provisions for future equity distribution to employees and specific voting rights for major technology decisions, planned to be effective from March 2025."
1. Parties: Identifies all parties to the agreement, including the corporation and its shareholders
2. Background: Provides context for the agreement, including the corporation's formation and purpose
3. Definitions: Defines key terms used throughout the agreement
4. Corporate Structure: Details the organization's structure, authorized capital, and share classes
5. Management and Administration: Outlines the management structure, including board composition and officers' roles
6. Shareholders' Rights and Obligations: Specifies shareholders' voting rights, responsibilities, and limitations
7. Board of Directors: Details board composition, qualifications, election procedures, and responsibilities
8. Officers: Defines officer positions, appointment processes, and duties
9. Meetings and Voting: Procedures for shareholders' and board meetings, including notice requirements and voting processes
10. Financial Matters: Covers capital contributions, distribution policies, and financial management
11. Transfer of Shares: Rules governing share transfers, including restrictions and right of first refusal
12. Termination and Dissolution: Procedures for terminating the agreement or dissolving the corporation
13. Confidentiality: Provisions protecting confidential information and trade secrets
14. Dispute Resolution: Procedures for resolving conflicts between parties
15. General Provisions: Standard clauses including governing law, amendments, and notices
1. Intellectual Property Rights: Used when the corporation owns or develops significant IP assets, detailing ownership and usage rights
2. Employee Stock Option Plan: Include when the corporation plans to offer equity compensation to employees
3. Foreign Ownership Provisions: Required when foreign investors are involved, addressing nationality restrictions
4. Corporate Social Responsibility: Include when establishing specific CSR commitments and programs
5. Environmental Compliance: Important for corporations in industries with significant environmental impact
6. Anti-Corruption Provisions: Detailed provisions for corporations dealing with government contracts or high-risk sectors
7. Branch Operations: Include when the corporation plans to operate multiple branches
8. Special Industry Compliance: Used for corporations in regulated industries like banking or healthcare
1. Schedule A - Initial Shareholders and Shareholdings: Lists initial shareholders and their respective share ownership
2. Schedule B - Board Members and Officers: Initial board members and officers with their positions
3. Schedule C - Capital Structure: Detailed breakdown of share classes and rights
4. Schedule D - Reserved Matters: Lists decisions requiring special approval or supermajority
5. Schedule E - Corporate Policies: Key operational and governance policies
6. Appendix 1 - Forms and Procedures: Standard forms for share transfers, proxies, and other corporate actions
7. Appendix 2 - Organizational Chart: Corporate structure and reporting relationships
8. Appendix 3 - Business Plan: Initial business plan and strategic objectives
Authors
Manufacturing
Retail
Technology
Financial Services
Real Estate
Healthcare
Professional Services
Construction
Agriculture
Mining
Transportation
Tourism
Education
Energy
Telecommunications
Legal
Corporate Governance
Executive Leadership
Board of Directors
Compliance
Finance
Risk Management
Internal Audit
Corporate Affairs
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Board Director
Corporate Governance Officer
Risk Management Officer
Managing Director
Company President
Vice President of Legal Affairs
Corporate Treasurer
Shareholder Relations Manager
Internal Auditor
Business Development Manager
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