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Business Operating Agreement
"I need a Business Operating Agreement for a new technology startup in Sydney with three founding members, planning to launch in March 2025, with specific provisions for intellectual property protection and future investor incorporation."
1. Parties: Identifies and defines all parties to the agreement, including their legal status and contact details
2. Background: Sets out the context and purpose of the agreement, including the business objectives
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Business Structure and Purpose: Outlines the legal structure of the business and its primary activities
5. Capital Contributions: Details the initial and ongoing capital contributions of each member
6. Ownership and Profit Distribution: Specifies ownership percentages and how profits/losses will be distributed
7. Management and Decision Making: Establishes management structure and decision-making processes
8. Meetings and Voting Rights: Details procedures for meetings and voting requirements
9. Financial Management: Outlines financial procedures, accounting practices, and reporting requirements
10. Members' Obligations: Sets out the duties and responsibilities of all members
11. Transfer of Interests: Procedures for transferring ownership interests
12. Dispute Resolution: Establishes process for resolving disputes between members
13. Termination and Exit: Conditions and procedures for termination of the agreement or member exit
14. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Intellectual Property Rights: Addresses ownership and protection of IP when the business involves significant intellectual property
2. Confidentiality: Detailed confidentiality provisions when dealing with sensitive information or trade secrets
3. Non-Competition: Restrictions on competitive activities, used when protecting business interests is crucial
4. Employment of Members: Terms for members working in the business, included when members take active operational roles
5. Insurance Requirements: Specific insurance obligations, included for high-risk businesses or regulatory requirements
6. Technology and Data Protection: Digital asset management and data protection procedures for technology-focused businesses
7. Environmental Compliance: Environmental obligations for businesses with environmental impacts
8. Foreign Ownership Provisions: Special provisions when foreign ownership is involved
1. Schedule 1 - Member Details: Detailed information about each member including contact details and ownership percentages
2. Schedule 2 - Initial Capital Contributions: Itemized list of initial capital contributions including valuations
3. Schedule 3 - Business Plan: Initial business plan and strategic objectives
4. Schedule 4 - Management Structure: Detailed organizational chart and management responsibilities
5. Schedule 5 - Financial Procedures: Detailed accounting procedures and financial management protocols
6. Schedule 6 - Approved Business Activities: List of approved business activities and any restrictions
7. Appendix A - Valuation Methods: Agreed methods for business and share valuation
8. Appendix B - Meeting Procedures: Detailed procedures for conducting meetings and maintaining records
Authors
ASIC
Business
Business Day
Business Hours
Business Plan
Capital Account
Capital Contribution
Company
Confidential Information
Corporations Act
Default Event
Directors
Dispute
Effective Date
Encumbrance
Financial Year
GST
Initial Capital Contribution
Insolvency Event
Intellectual Property Rights
Material Change
Member
Member Interest
Members' Resolution
Operating Expenses
Ordinary Resolution
Parties
Percentage Interest
Profit and Loss
Related Entity
Related Party
Special Resolution
Territory
Transfer
Unanimous Resolution
Valuation Date
Voting Rights
Definitions
Business Purpose
Term and Commencement
Capital Contributions
Additional Capital
Profit Distribution
Management Structure
Decision Making
Voting Rights
Financial Management
Banking
Accounting Records
Member Rights
Member Obligations
Transfer of Interests
Business Operations
Meetings
Confidentiality
Intellectual Property
Non-Competition
Dispute Resolution
Default Events
Termination
Exit Provisions
Buy-Sell Provisions
Force Majeure
Insurance
Indemnification
Notices
Assignment
Amendment
Severability
Governing Law
Entire Agreement
Professional Services
Retail
Manufacturing
Technology
Healthcare
Construction
Hospitality
Financial Services
Real Estate
Agriculture
Mining
Education
Transport and Logistics
Creative Industries
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Risk Management
Operations
Business Development
Administration
CEO
Managing Director
Company Director
Business Owner
Legal Counsel
Corporate Lawyer
Company Secretary
Chief Financial Officer
Operations Manager
Risk Manager
Compliance Officer
Business Development Manager
Partner
General Manager
Board Member
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