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Operating Agreement For Corporation
"I need an Operating Agreement for Corporation for a new Nigerian tech startup that will have both local and international shareholders, with specific provisions for intellectual property protection and employee stock options to be implemented by March 2025."
1. Parties: Identification of the corporation and its shareholders/members
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 corporation formation and primary business objectives
5. Share Capital and Contributions: Structure of share capital, classes of shares, and contribution requirements
6. Management Structure: Board composition, appointment procedures, and management roles
7. Meetings and Voting: Procedures for shareholder and board meetings, voting rights and requirements
8. Financial Management: Financial procedures, accounting practices, and distribution policies
9. Transfer of Shares: Rules and restrictions regarding share transfers
10. Confidentiality: Protection of corporate confidential information
11. Dispute Resolution: Procedures for resolving internal disputes
12. Termination: Conditions and procedures for terminating the agreement
13. Governing Law: Specification of Nigerian law as governing law
14. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Foreign Investment Provisions: Required when foreign shareholders are involved, addressing NIPC requirements
2. Intellectual Property Rights: Needed when the corporation owns or develops significant IP
3. Employee Stock Option Plan: Include when the corporation plans to offer shares to employees
4. Corporate Social Responsibility: Important for larger corporations or those in sensitive industries
5. Environmental Compliance: Essential for corporations in industries with environmental impact
6. Technology and Data Protection: Required for corporations handling significant personal data or technology
7. Anti-corruption Compliance: Important for corporations dealing with government contracts or high-risk sectors
1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes and rights
2. Schedule 2: Initial Shareholders: List of founding shareholders and their shareholdings
3. Schedule 3: Board Composition: Initial board members and their positions
4. Schedule 4: Reserved Matters: List of decisions requiring special approval
5. Schedule 5: Corporate Governance Procedures: Detailed procedures for corporate governance
6. Appendix A: Form of Share Certificate: Template for share certificates
7. Appendix B: Deed of Adherence: Template for new shareholders joining the corporation
8. Appendix C: Annual Budget Template: Standard format for annual budget preparation
Authors
Articles of Association
Board
Board Meeting
Business
Business Day
CAMA
Chairman
Company Secretary
Confidential Information
Corporate Seal
Director
Effective Date
Encumbrance
Financial Year
General Meeting
Governing Law
Intellectual Property Rights
Material Adverse Change
Member
Memorandum of Association
Notice
Officer
Ordinary Resolution
Parties
Permitted Transferee
Quorum
Register of Members
Related Party
Reserved Matters
Resolution
Share
Share Capital
Shareholder
Special Resolution
Subsidiary
Transfer
Voting Rights
Working Hours
Corporate Representative
Dividend
Fiscal Year
Indemnification
Management
Operating Expenses
Proxy
Registered Office
Securities
Statutory Books
Formation and Purpose
Share Capital
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Powers and Duties
Shareholder Rights
Voting Rights
Meeting Procedures
Financial Management
Dividend Policy
Reserved Matters
Management Structure
Corporate Governance
Confidentiality
Non-Competition
Intellectual Property
Indemnification
Insurance
Dispute Resolution
Termination
Amendment
Assignment
Notices
Force Majeure
Severability
Entire Agreement
Governing Law
Anti-corruption
Data Protection
Environmental Compliance
Corporate Social Responsibility
Foreign Investment
Tax Matters
Employment Matters
Asset Management
Business Operations
Compliance
Record Keeping
Audit Rights
Manufacturing
Technology
Financial Services
Real Estate
Oil and Gas
Agriculture
Healthcare
Retail
Construction
Transportation
Education
Professional Services
Telecommunications
Mining
Energy
Legal
Corporate Governance
Compliance
Finance
Corporate Affairs
Risk Management
Board Secretariat
Investment Relations
Corporate Communications
Executive Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Company Secretary
Corporate Counsel
Board Director
Compliance Officer
Corporate Governance Officer
Managing Director
Finance Director
Legal Director
Risk Manager
Corporate Affairs Manager
Investment Officer
Shareholder Relations Manager
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