Operating Agreement For Corporation Template for Hong Kong

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Key Requirements PROMPT example:

Operating Agreement For Corporation

"I need a Hong Kong Operating Agreement for Corporation for my new technology startup, which will have three founding shareholders with equal ownership and plans to raise venture capital funding by March 2025; the agreement should include provisions for future investor rights and employee share options."

Document background
The Operating Agreement For Corporation is a crucial document used when establishing or updating the governance structure of a Hong Kong corporation. It becomes particularly important when multiple shareholders are involved or when sophisticated governance mechanisms are required. This document operates within the framework of Hong Kong's Companies Ordinance and common law system, providing detailed provisions for corporate operations that go beyond the standard Articles of Association. It addresses key aspects such as shareholder rights, management responsibilities, share transfers, dispute resolution, and protection mechanisms for minority shareholders. The agreement is essential for both newly incorporated companies and existing corporations seeking to formalize their operational procedures and stakeholder relationships.
Suggested Sections

1. Parties: Identification of the corporation and all shareholders/members who are party to the agreement

2. Background: Context of the agreement formation and company establishment

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Company Formation and Purpose: Details of company registration, business objectives, and scope of operations

5. Share Capital and Shareholders: Structure of share capital, classes of shares, and shareholders' rights

6. Management and Board of Directors: Composition of board, appointment/removal procedures, and powers of directors

7. Shareholders' Meetings: Procedures for general meetings, voting rights, and decision-making processes

8. Transfer of Shares: Rules and restrictions regarding share transfers, including right of first refusal

9. Finance and Distributions: Financial management, dividend policy, and profit distribution rules

10. Records and Information Rights: Requirements for maintaining corporate records and shareholder access to information

11. Confidentiality: Protection of company and shareholder confidential information

12. Dispute Resolution: Procedures for resolving conflicts between shareholders or with the company

13. Term and Termination: Duration of agreement and circumstances for termination

14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Tag-Along Rights: Protection for minority shareholders to join in sale of majority stake

2. Drag-Along Rights: Ability of majority shareholders to force minority to join in company sale

3. Anti-Dilution Provisions: Protection against share value dilution in future funding rounds

4. Employee Share Scheme: Framework for employee share ownership programs

5. Intellectual Property Rights: Specific provisions for IP ownership and protection

6. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee poaching

7. Dead-Lock Resolution: Special procedures for resolving board or shareholder deadlocks

8. Special Rights for Different Share Classes: Detailed rights attached to different classes of shares

Suggested Schedules

1. Schedule 1: Details of Shareholders: List of all shareholders with their shareholdings and contact information

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, numbers, and nominal values

3. Schedule 3: Initial Directors: List of first directors and their details

4. Schedule 4: Reserved Matters: List of decisions requiring special majority or unanimous approval

5. Schedule 5: Business Plan: Initial business plan and key milestones

6. Appendix A: Form of Share Transfer Notice: Standard form for notifying share transfers

7. Appendix B: Deed of Adherence: Template for new shareholders joining the agreement

8. Appendix C: Board Resolution Templates: Standard templates for common board resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Retail

Real Estate

Healthcare

Education

Logistics

Construction

Media and Entertainment

Energy

Telecommunications

Relevant Teams

Legal

Corporate Governance

Compliance

Executive Management

Board of Directors

Corporate Secretariat

Risk Management

Investor Relations

Corporate Affairs

Finance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Board Director

Managing Director

Compliance Officer

Corporate Governance Officer

Risk Manager

Shareholder Relations Manager

Investment Manager

Business Development Director

Corporate Affairs Manager

Industries
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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