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Operating Agreement C Corporation
"I need a C Corporation Operating Agreement for a technology startup in Lagos, Nigeria, with provisions for three founding shareholders who will all serve as directors, including specific clauses for intellectual property protection and future investment rounds planned for March 2025."
1. Parties: Identifies all shareholders and the corporation as parties to the agreement
2. Background: Provides context for the agreement and brief company history
3. Definitions: Defines key terms used throughout the agreement
4. Formation and Name: Details of corporation formation, registered name, and registration number
5. Registered Office: Specification of the registered office address and requirements for changing it
6. Business Purpose: Detailed description of the corporation's business activities and objectives
7. Share Capital Structure: Details of authorized share capital, classes of shares, and rights attached
8. Board of Directors: Composition, appointment, removal, and powers of the board
9. Officers: Appointment, duties, and responsibilities of corporate officers
10. Shareholders Meetings: Procedures for conducting shareholders meetings, voting rights, and quorum requirements
11. Board Meetings: Procedures for board meetings, voting, and decision-making processes
12. Corporate Finance: Financial management, capital calls, and dividend policies
13. Transfer of Shares: Rules and restrictions regarding share transfers
14. Confidentiality: Protection of company confidential information
15. Dispute Resolution: Procedures for resolving internal disputes
16. Amendment Procedures: Process for modifying the operating agreement
17. Governing Law: Specification of Nigerian law as governing law
18. Termination: Conditions and procedures for terminating the agreement
1. Pre-emptive Rights: Rights of existing shareholders to purchase new share issuances, included when shareholders want additional protection against dilution
2. Tag-Along Rights: Minority shareholder protection allowing them to join in sale of shares by majority, included for minority shareholder protection
3. Drag-Along Rights: Majority shareholder right to force minority to join in sale, included when planning for potential future sale
4. Non-Compete Provisions: Restrictions on competitive activities, included when protecting business interests is crucial
5. Intellectual Property Rights: Special provisions for IP ownership and protection, included for technology or IP-heavy businesses
6. Foreign Investment Provisions: Special provisions for foreign shareholders, included when there are foreign investors
7. Industry-Specific Compliance: Provisions for specific regulatory requirements, included for regulated industries
1. Schedule 1: Share Capital Details: Detailed breakdown of share ownership and share classes
2. Schedule 2: Initial Directors and Officers: List of initial directors and officers with their details
3. Schedule 3: Reserved Matters: List of decisions requiring special approval
4. Schedule 4: Corporate Governance Procedures: Detailed procedures for corporate governance
5. Schedule 5: Initial Business Plan: Initial business plan and strategic objectives
6. Appendix A: Form of Share Certificate: Template for share certificates
7. Appendix B: Board Resolution Templates: Standard templates for board resolutions
8. Appendix C: Shareholder Resolution Templates: Standard templates for shareholder resolutions
Authors
Affiliate
Annual General Meeting
Articles of Association
Board
Board Resolution
Business Day
CAMA
Capital Call
Chairman
Company Secretary
Confidential Information
Corporate Seal
Director
Dividend
Effective Date
Encumbrance
Executive Director
Extraordinary General Meeting
Financial Year
Governing Law
Independent Director
Initial Business Plan
Intellectual Property Rights
Majority Vote
Material Adverse Change
Memorandum of Association
Non-Executive Director
Notice
Ordinary Resolution
Parties
Preference Shares
Quorum
Registered Office
Related Party Transaction
Reserved Matters
Resolution
Share Capital
Share Certificate
Shareholder
Special Resolution
Subsidiary
Transfer
Voting Rights
Corporate Name and Office
Share Capital
Share Transfer
Pre-emptive Rights
Board Composition
Board Powers and Duties
Officers Appointment
Shareholder Rights
Voting Rights
Meeting Procedures
Reserved Matters
Financial Management
Dividend Policy
Capital Calls
Information Rights
Confidentiality
Non-Competition
Intellectual Property
Corporate Records
Compliance
Dispute Resolution
Amendment
Termination
Force Majeure
Notices
Governing Law
Indemnification
Tag-Along Rights
Drag-Along Rights
Related Party Transactions
Corporate Seal
Regulatory Compliance
Dissolution
Severability
Assignment
Entire Agreement
Financial Services
Technology
Manufacturing
Real Estate
Energy and Natural Resources
Healthcare
Retail and Consumer Goods
Agriculture
Telecommunications
Professional Services
Education
Transportation and Logistics
Construction
Mining
Legal
Corporate Governance
Executive Leadership
Board of Directors
Compliance
Risk Management
Corporate Affairs
Company Secretariat
Shareholder Relations
Finance
Administrative
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Board Director
Managing Director
Company Secretary
Chief Operating Officer
Corporate Governance Officer
Risk Manager
Executive Director
Non-Executive Director
General Counsel
Shareholder Relations Manager
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