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Operating Agreement For Incorporation
"I need an Operating Agreement For Incorporation for my Australian technology startup launching in March 2025, with three co-founders having different share allocations (40%, 35%, 25%) and specific provisions for future investor rights and employee share schemes."
1. Parties: Identifies all members/shareholders who are party to the agreement
2. Background: Explains the context and purpose of forming the company and entering into this agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets rules for interpretation
4. Company Formation: Details of company establishment, business purpose, and registered office
5. Capital Structure: Share classes, initial capital contributions, and capital accounts
6. Members' Rights and Obligations: Rights, responsibilities, and obligations of company members
7. Management Structure: Management arrangements, appointment of directors, and decision-making processes
8. Meetings: Procedures for member and director meetings, voting rights, and quorum requirements
9. Financial Matters: Financial management, distributions, and accounting requirements
10. Transfer of Shares: Rules and restrictions regarding the transfer of ownership interests
11. Dispute Resolution: Procedures for resolving disputes between members or with the company
12. Termination and Dissolution: Circumstances and procedures for terminating the agreement or dissolving the company
13. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Intellectual Property Rights: Include when the company owns or develops significant IP assets
2. Confidentiality: Include when there's sensitive business information to protect
3. Non-Competition and Non-Solicitation: Include when restricting members from competing activities
4. Tag-Along and Drag-Along Rights: Include for companies with multiple shareholders where share sale coordination is important
5. Preemptive Rights: Include when giving existing members priority in purchasing new shares
6. Employee Share Schemes: Include when the company plans to offer shares to employees
7. Foreign Ownership Provisions: Include when there are foreign investors or international operations
8. Related Party Transactions: Include when there are significant dealings with related entities
9. Business Succession Planning: Include when specific succession arrangements are needed
1. Schedule 1: Member Details: List of all members with their shareholding and contact details
2. Schedule 2: Initial Capital Contributions: Detailed breakdown of members' initial capital contributions
3. Schedule 3: Share Rights: Detailed description of rights attached to different share classes
4. Schedule 4: Reserved Matters: List of decisions requiring special approval
5. Schedule 5: Company Assets: Register of company's major assets at incorporation
6. Appendix A: Company Constitution: Copy of the company's constitution
7. Appendix B: Consent Forms: Signed consent forms from officers and directors
8. Appendix C: Share Certificates: Pro-forma share certificates
9. Appendix D: Meeting Procedures: Detailed procedures for conducting various types of meetings
Authors
ASIC
Board
Business
Business Day
Capital Contribution
Company
Company Constitution
Corporations Act
Director
Effective Date
Encumbrance
Financial Year
General Meeting
GST
Initial Members
Insolvency Event
Intellectual Property
Law
Material Change
Member
Member's Interest
Officer
Operating Rules
Ordinary Resolution
Party/Parties
Permitted Transfer
Related Body Corporate
Related Party
Reserved Matter
Resolution
Share
Share Capital
Shareholder
Special Resolution
Subsidiary
Tax
Transfer
Voting Rights
Winding Up
Share Capital
Capital Contributions
Member Rights
Management and Control
Board of Directors
Meetings and Voting
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Financial Management
Distributions
Records and Accounting
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Related Party Transactions
Reserved Matters
Decision Making
Dispute Resolution
Default Events
Buy-Sell Provisions
Exit Mechanisms
Amendment Procedures
Force Majeure
Notices
Governing Law
Termination
Winding Up
General Provisions
Professional Services
Technology
Manufacturing
Retail
Healthcare
Financial Services
Real Estate
Construction
Mining
Agriculture
Education
Hospitality
Transport and Logistics
Media and Entertainment
Energy and Utilities
Legal
Corporate Governance
Executive Leadership
Board of Directors
Finance
Compliance
Risk Management
Corporate Affairs
Company Secretariat
Business Development
Investment
Chief Executive Officer
Company Director
Company Secretary
Chief Financial Officer
General Counsel
Legal Counsel
Corporate Lawyer
Business Development Manager
Chief Operations Officer
Managing Director
Board Member
Compliance Officer
Risk Manager
Corporate Governance Manager
Shareholders
Partnership Manager
Investment Manager
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