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Basic Operating Agreement
"I need a Basic Operating Agreement for a new tech startup in Singapore with tHRee founding members, where two will be active in management and one will be a silent investor, with specific provisions for future funding rounds and IP protection."
1. Parties: Identification and details of all parties to the agreement
2. Background: Context and purpose of the operating agreement
3. Definitions: Key terms used tHRoughout the agreement
4. Business Purpose: Scope and objectives of the business
5. Capital Contributions: Initial and ongoing capital requirements
6. Management Structure: Governance and decision-making framework
7. Profit and Loss Distribution: How financial benefits and losses are shared
8. Transfer of Interests: Rules for transferring ownership stakes
9. Dissolution: Process for winding up the business
1. Non-Compete Provisions: Restrictions on competitive activities - use when protecting business interests from member competition
2. Intellectual Property Rights: Ownership and use of IP - include when IP is significant to the business
3. International Operations: Rules for cross-border activities - include when business operates internationally
4. Special Purpose Vehicles: Provisions for subsidiary entities - include when complex corporate structures are involved
1. Schedule 1: Capital Contributions: Detailed breakdown of initial capital contributions
2. Schedule 2: Member Information: Detailed information about each member
3. Schedule 3: Business Plan: Initial business plan and projections
4. Appendix A: Voting Rights: Detailed voting procedures and rights
5. Appendix B: Management Procedures: Detailed operational procedures
Authors
Articles of Association
Board
Business
Business Day
Capital Account
Capital Contribution
Company
Confidential Information
Defaulting Member
Directors
Effective Date
Encumbrance
Financial Year
Initial Capital Contribution
Intellectual Property Rights
Law
Managing Member
Member
Membership Interest
Officers
Operating Expenses
Parties
Percentage Interest
Person
Profits and Losses
Related Corporation
Resolution
SGD or S$
Share
Shareholder
Singapore
Special Resolution
Subsidiary
Tax
Transfer
Unanimous Resolution
Voting Rights
Formation and Business Purpose
Term and Duration
Capital Contributions
Membership Interests
Management and Control
Voting Rights
Meetings
Financial Matters
Distributions
Transfer Restrictions
Additional Members
Withdrawal and Resignation
Confidentiality
Non-Competition
Intellectual Property
Indemnification
Insurance
Dissolution and Liquidation
Books and Records
Notices
Assignment
Amendments
Dispute Resolution
Governing Law
Force Majeure
Severability
Entire Agreement
Representations and Warranties
Tax Matters
Bank Accounts
Third Party Rights
Compliance with Laws
Further Assurance
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