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Operating Agreement For Corporation
"I need an Operating Agreement For Corporation for a new German technology startup that will have international operations, with planned IPO by March 2025, including specific provisions for employee stock options and virtual shareholder meetings."
1. Parties: Identification of the corporation and all founding shareholders
2. Background: Context of the corporation's formation and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Formation and Name: Details of corporation formation, registered name, and registration number
5. Registered Office: Location of the registered office and requirements for changing it
6. Corporate Purpose: Detailed description of business activities and objectives
7. Share Capital: Structure and amount of share capital, types of shares
8. Shareholders Rights and Obligations: Fundamental rights and duties of shareholders
9. Management Board (Vorstand): Composition, appointment, removal, and duties of the management board
10. Supervisory Board (Aufsichtsrat): Structure, appointment, and responsibilities of the supervisory board
11. Shareholders' Meetings: Procedures for general meetings, voting rights, and resolutions
12. Financial Matters: Financial year, accounting, auditing, and distribution of profits
13. Transfer of Shares: Rules and restrictions regarding share transfers
14. Termination and Dissolution: Procedures for termination and winding up of the corporation
15. Governing Law: Confirmation of German law application and jurisdiction
16. Miscellaneous: Standard provisions including severability and amendments
1. Employee Participation: Required for corporations with more than 500 employees, implementing co-determination requirements
2. Intellectual Property Rights: Needed when the corporation has significant IP assets or development activities
3. Branch Offices: Include when the corporation operates or plans to operate multiple locations
4. Corporate Groups: Required when the corporation is part of a corporate group structure
5. Compliance and Ethics: Detailed compliance requirements for regulated industries or larger corporations
6. Digital Meetings: Provisions for virtual shareholders' meetings and electronic voting
7. Foreign Operations: Include when the corporation has international business activities
1. Initial Shareholders: List of founding shareholders with their shareholdings and contributions
2. Share Capital Structure: Detailed breakdown of share classes and rights
3. Management Board Members: Initial management board composition and contact details
4. Supervisory Board Members: Initial supervisory board composition and contact details
5. Internal Rules of Procedure: Detailed operational procedures for management and supervisory boards
6. Specimen Signatures: Authorized signatures for corporate representatives
7. Corporate Governance Guidelines: Detailed corporate governance principles and procedures
8. Compliance Manual: Detailed compliance procedures and requirements
Authors
Articles of Association (Satzung)
Aktiengesellschaft (AG)
Authorized Share Capital (Genehmigtes Kapital)
Business Day
Business Hours
Business Plan
Commercial Register (Handelsregister)
Company
Confidential Information
Corporate Purpose (Unternehmensgegenstand)
Effective Date
Financial Year (Geschäftsjahr)
General Meeting (Hauptversammlung)
Group
Management Board (Vorstand)
Managing Director (Geschäftsführer)
Material Transaction
Ordinary Shares
Parties
Preferred Shares
Registered Office (Sitz)
Registered Shares (Namensaktien)
Related Party
Shareholder
Share Capital (Grundkapital)
Shares
Simple Majority
Subsidiary
Supervisory Board (Aufsichtsrat)
Supermajority
Transfer
Voting Rights (Stimmrechte)
Working Day
Qualified Majority (Qualifizierte Mehrheit)
Annual Accounts (Jahresabschluss)
Management Report (Lagebericht)
Audit Committee (Prüfungsausschuss)
Dividend
Fiscal Year
Stock Exchange (Börse)
Corporate Actions
Resolutions
Board Committees
Quorum
Corporate Seal
Governing Law
Jurisdiction
Share Capital
Share Classes
Share Transfer Restrictions
Preemptive Rights
Management Board Appointment
Management Board Powers
Management Board Duties
Supervisory Board Constitution
Supervisory Board Powers
Supervisory Board Meetings
General Meeting Procedures
Voting Rights
Shareholder Rights
Dividend Distribution
Financial Reporting
Corporate Governance
Board Committees
Related Party Transactions
Confidentiality
Non-Competition
Employee Participation
Corporate Records
Amendments
Termination
Dissolution
Dispute Resolution
Governing Law
Notices
Force Majeure
Assignment
Severability
Entire Agreement
Representations and Warranties
Indemnification
Insurance
Compliance
Anti-corruption
Data Protection
Intellectual Property
Business Planning
Corporate Social Responsibility
Environmental Compliance
Tax Matters
Manufacturing
Technology
Financial Services
Healthcare
Retail
Professional Services
Energy
Transportation
Real Estate
Construction
Telecommunications
Media and Entertainment
Industrial
Consumer Goods
Pharmaceuticals
Legal
Corporate Governance
Compliance
Executive Management
Corporate Secretariat
Board Administration
Risk Management
Corporate Development
Finance
Internal Audit
Chief Executive Officer
Managing Director
Board Member
Corporate Secretary
General Counsel
Legal Director
Compliance Officer
Chief Financial Officer
Corporate Governance Officer
Head of Legal
Chief Operating Officer
Company Secretary
Board Chairman
Supervisory Board Member
Management Board Member
Chief Risk Officer
Corporate Development Director
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