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Articles Of Incorporation Operating Agreement for the United States

Articles Of Incorporation Operating Agreement Template for United States

The Articles of Incorporation Operating Agreement is a foundational legal document in the United States that combines corporate formation documents with operational guidelines. It establishes the company's existence as a legal entity while setting forth the rules and regulations governing its internal affairs, management structure, and member relationships. This document must comply with state-specific corporation laws and LLC regulations, typically filed with the Secretary of State's office in the relevant jurisdiction.

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Articles Of Incorporation Operating Agreement

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What is a Articles Of Incorporation Operating Agreement?

Articles of Incorporation Operating Agreement serves as the primary governing document for newly formed corporations in the United States. This document is essential when establishing a new business entity, as it outlines both the formal creation of the company and its operational procedures. It includes crucial information such as company name, purpose, ownership structure, management responsibilities, and capital contributions. The document must comply with state-specific requirements and is typically required during business registration, opening bank accounts, seeking investment, or establishing business relationships. It provides the legal framework for corporate governance and protects member interests while ensuring regulatory compliance.

What sections should be included in a Articles Of Incorporation Operating Agreement?

1. Article I - Organization: Company name, purpose, principal office, registered agent details, and formation provisions

2. Article II - Members: Initial members identification, capital contributions, and membership interests allocation

3. Article III - Management: Management structure, voting rights, decision-making procedures, and authority of managers/members

4. Article IV - Capital Accounts: Rules for maintaining and adjusting capital accounts, including initial capital contributions and subsequent adjustments

5. Article V - Allocations and Distributions: Procedures for profit/loss allocation and distribution of company funds among members

What sections are optional to include in a Articles Of Incorporation Operating Agreement?

1. Buy-Sell Provisions: Rules governing the transfer of membership interests, including right of first refusal and forced sale provisions

2. Special Allocations: Specific allocation rules for tax purposes and special circumstances requiring different distribution methods

3. Series LLC Provisions: Specific provisions for establishing and managing series LLCs, including segregation of assets and liabilities

4. Dispute Resolution: Procedures for resolving conflicts between members, including mediation and arbitration provisions

What schedules should be included in a Articles Of Incorporation Operating Agreement?

1. Schedule A - Members and Capital Contributions: Detailed list of all members and their respective initial capital contributions

2. Schedule B - Members' Percentage Interests: Complete breakdown of ownership percentages and voting rights allocation

3. Exhibit A - Definitions: Comprehensive list of defined terms used throughout the agreement

4. Exhibit B - Tax Matters: Detailed tax provisions, elections, and procedures for handling tax-related issues

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

Jurisdiction

United States

Cost

Free to use
Clauses




















Industries

Internal Revenue Code: Federal tax regulations governing corporate taxation and entity classification for business organizations

Securities Act of 1933: Federal law governing the issuance of shares and securities, including registration requirements and investor protections

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing SEC oversight

Federal EIN Requirements: Federal tax identification number registration requirements for business entities

State Corporation Laws: State-specific legislation governing the formation, operation, and dissolution of corporations

State LLC Acts: State-specific legislation governing the formation and operation of Limited Liability Companies

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities to protect investors from fraudulent activities

State Tax Requirements: State-specific tax obligations and filing requirements for corporations and LLCs

State Filing Requirements: State-specific documentation and procedural requirements for business entity registration and maintenance

Registered Agent Requirements: Legal requirements for maintaining a registered agent in the state of incorporation

Corporate Records Requirements: Legal obligations for maintaining corporate records, minutes, and documentation

Industry Licensing Requirements: Specific licensing and permit requirements based on the business industry and activities

Professional Corporation Requirements: Special requirements for professional service corporations if applicable to the business type

Board Structure Requirements: Legal requirements for corporate governance structure, including board of directors composition and duties

Shareholder Rights Regulations: Legal framework governing shareholder rights, responsibilities, and protections

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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