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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."
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
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
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
Annual General Meeting
Articles of Association
Board
Business Day
Business Plan
Companies Ordinance
Company
Company Secretary
Confidential Information
Connected Person
Director
Effective Date
Encumbrance
Exercise Notice
Expert
Fair Market Value
Financial Year
General Meeting
Group
Hong Kong
Independent Director
Intellectual Property Rights
Material Adverse Change
Member
Memorandum
Notice
Ordinary Resolution
Original Shareholders
Parties
Permitted Transferee
Person
Related Company
Reserved Matters
Share
Share Capital
Shareholder
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transferor
Transferee
Valuation
Working Hours
Formation
Business Purpose
Share Capital
Share Transfer
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Directors' Powers
Directors' Duties
Shareholders' Meetings
Voting Rights
Reserved Matters
Management
Financial Matters
Dividend Policy
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Default
Deadlock
Dispute Resolution
Termination
Exit Rights
Representations and Warranties
Indemnification
Assignment
Notices
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Financial Services
Technology
Manufacturing
Professional Services
Retail
Real Estate
Healthcare
Education
Logistics
Construction
Media and Entertainment
Energy
Telecommunications
Legal
Corporate Governance
Compliance
Executive Management
Board of Directors
Corporate Secretariat
Risk Management
Investor Relations
Corporate Affairs
Finance
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
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