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Company Operating Agreement
"Need a Company Operating Agreement for my New Zealand tech startup with three co-founders, planning to raise Series A funding by March 2025, including provisions for employee share schemes and protection of intellectual property."
1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company formation details and purpose
3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement
4. Company Purpose and Business: Statement of company's business objectives and permitted activities
5. Share Capital and Shareholders: Details of share structure, classes, rights, and shareholder obligations
6. Issue and Transfer of Shares: Procedures for issuing new shares and restrictions on share transfers
7. Management and Decision Making: Governance structure, board composition, and decision-making processes
8. Meetings: Procedures for shareholder and director meetings, including voting rights
9. Financial Matters: Financial management, distributions, and dividend policies
10. Records and Reporting: Requirements for maintaining company records and financial reporting
11. Confidentiality: Protection of company and shareholder confidential information
12. Dispute Resolution: Procedures for resolving disputes between shareholders or with the company
13. Termination: Circumstances and procedures for terminating the agreement
14. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Pre-emptive Rights: Detailed procedures for existing shareholders' rights to purchase shares before external sale - useful for closely held companies
2. Tag-Along and Drag-Along Rights: Rights for minority shareholders to join in sale (tag-along) or be forced to sell (drag-along) - important for companies planning future sale/exit
3. Intellectual Property: Provisions for IP ownership and protection - essential for technology or creative companies
4. Employee Share Schemes: Framework for employee share ownership - useful for companies planning to offer equity to employees
5. Related Party Transactions: Procedures for handling transactions with related parties - important for family businesses or closely held companies
6. International Operations: Provisions for overseas business activities - necessary for companies with international operations
7. Environmental and Social Responsibility: Commitments to environmental and social standards - relevant for companies with sustainability focus
1. Schedule 1: Share Capital: Detailed breakdown of share capital, including share classes and rights
2. Schedule 2: Shareholders: List of shareholders and their respective shareholdings
3. Schedule 3: Reserved Matters: Decisions requiring special majority or unanimous approval
4. Schedule 4: Board Charter: Detailed procedures for board operations and decision-making
5. Schedule 5: Business Plan: Initial or current business plan
6. Schedule 6: Deed of Accession: Template for new shareholders joining the agreement
7. Schedule 7: Valuation Methodology: Agreed methods for valuing shares
8. Appendix A: Company Constitution: Copy of or reference to the company's constitution
9. Appendix B: Shareholders' Resolutions: Key shareholders' resolutions referenced in the agreement
Authors
Annual General Meeting
Board
Business
Business Day
Business Plan
Chairperson
Company
Companies Act
Confidential Information
Constitution
Director
Encumbrance
Fair Market Value
Financial Year
General Meeting
Governing Law
Independent Director
Insolvency Event
Intellectual Property
Major Transaction
Management
Material Breach
Member
New Securities
Ordinary Resolution
Original Shareholders
Party/Parties
Related Company
Related Party Transaction
Reserved Matter
Resolution
Share
Shareholder
Share Transfer
Special Resolution
Subsidiary
Tag-Along Right
Drag-Along Right
Transfer Notice
Valuation
Working Day
Incorporation
Business Purpose
Share Capital
Share Transfer
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Directors' Powers and Duties
Shareholder Meetings
Voting Rights
Reserved Matters
Management Structure
Financial Management
Dividend Policy
Reporting Requirements
Share Valuation
Confidentiality
Intellectual Property
Non-Competition
Related Party Transactions
Dispute Resolution
Deadlock Resolution
Default Events
Exit Provisions
Share Buy-Back
Amendment Procedures
Termination
Notices
Governing Law
General Provisions
Technology
Manufacturing
Professional Services
Retail
Healthcare
Construction
Financial Services
Agriculture
Education
Hospitality
Real Estate
Mining
Transport and Logistics
Media and Entertainment
Legal
Corporate Governance
Board of Directors
Executive Leadership
Company Secretariat
Compliance
Finance
Corporate Affairs
Risk Management
Administrative
Chief Executive Officer
Managing Director
Company Director
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Compliance Officer
Business Owner
Founder
Board Member
Corporate Governance Officer
General Counsel
Shareholder
Chief Operating Officer
Head of Legal
Business Development Manager
Corporate Secretary
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Company Operating Agreement
A New Zealand-governed agreement that establishes the operational framework, governance structure, and shareholder relationships within a company.
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Official record of a New Zealand company's shareholders' meeting proceedings and decisions, compliant with the Companies Act 1993.
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Contract For Employee
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Directors Resolution
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