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Operating Agreement For Corporation
"I need an Operating Agreement For Corporation for a Swiss technology startup with three founding shareholders, incorporating specific provisions for intellectual property protection and future investment rounds planned for March 2025."
1. Parties: Identification of the corporation and all initial shareholders
2. Background: Context of the agreement's formation and purpose of the corporation
3. Definitions: Key terms used throughout the agreement
4. Formation and Purpose: Details of incorporation, business purpose, and registered office
5. Share Capital and Shares: Structure of share capital, types of shares, and their rights
6. Shareholders' Rights and Obligations: Fundamental rights, voting rights, and obligations of shareholders
7. General Meeting: Procedures for conducting general meetings, voting rules, and quorum requirements
8. Board of Directors: Composition, appointment, removal, and powers of the board
9. Management: Day-to-day management structure and delegation of authority
10. Financial Matters: Financial year, accounts, audits, and dividend policy
11. Transfer of Shares: Rules and restrictions on share transfers
12. Termination: Circumstances and procedures for terminating the agreement
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
1. Tag-Along Rights: Include when protecting minority shareholders in case of majority share sales
2. Drag-Along Rights: Include when majority shareholders need power to force minority participation in sales
3. Anti-Dilution Provisions: Include when protecting existing shareholders from dilution in future funding rounds
4. Intellectual Property Rights: Include when the corporation has significant IP assets
5. Non-Competition and Confidentiality: Include when protecting business secrets and preventing competitive activities
6. Deadlock Resolution: Include when equal shareholding exists or specific deadlock risks are identified
7. Pre-emptive Rights: Include when giving existing shareholders priority in new share issues
8. Put and Call Options: Include when specific exit mechanisms are needed
1. Schedule 1: Details of Shareholders: List of all shareholders with their shareholdings and contact information
2. Schedule 2: Initial Share Capital Structure: Detailed breakdown of share classes and distribution
3. Schedule 3: Business Plan: Initial business plan and strategic objectives
4. Schedule 4: Board Composition: Initial board members and their roles
5. Schedule 5: Reserved Matters: List of decisions requiring special majority or unanimous approval
6. Appendix A: Articles of Association: Copy of the company's articles of association
7. Appendix B: Shareholders' Resolutions: Copies of relevant shareholders' resolutions
8. Appendix C: Share Certificate Template: Template for share certificates if physical certificates are issued
Authors
Articles of Association
Board of Directors
Business Day
Business Plan
Chairman
Company
Commercial Register
Confidential Information
Corporate Purpose
Dividend
Effective Date
Executive Management
Financial Year
General Meeting
Group
Initial Shareholders
Intellectual Property Rights
Material Adverse Change
Ordinary Resolution
Parties
Registered Office
Reserved Matters
Share Capital
Share Certificate
Shareholder
Shareholders Register
Special Resolution
Subsidiary
Swiss GAAP
Transfer
Voting Rights
Working Day
Share Transfer Restrictions
Pre-emptive Rights
Corporate Governance
Board Composition
Management Authority
Shareholder Meetings
Voting Rights
Reserved Matters
Financial Provisions
Dividend Policy
Information Rights
Tag-Along Rights
Drag-Along Rights
Non-Competition
Confidentiality
Intellectual Property
Dispute Resolution
Deadlock Resolution
Exit Provisions
Put and Call Options
Anti-Dilution
Amendment Procedures
Term and Termination
Representations and Warranties
Force Majeure
Notices
Governing Law
Jurisdiction
Severability
Financial Services
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Retail
Energy
Transportation
Construction
Telecommunications
Consulting
Education
Agriculture
Legal
Corporate Governance
Executive Leadership
Board of Directors
Corporate Secretariat
Compliance
Finance
Risk Management
Shareholder Relations
Strategic Planning
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Director
Board Member
Chairman of the Board
Managing Director
Chief Legal Officer
Corporate Governance Officer
Compliance Officer
Chief Operating Officer
Company Director
Shareholder Relations Manager
Investment Director
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