Basic Operating Agreement Template for Singapore

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Key Requirements PROMPT example:

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."

Document background
The Basic Operating Agreement is essential for any business entity operating in Singapore that requires a formal structure for its operations. This document is particularly crucial during business formation and becomes the reference point for managing internal relationships and operations. It includes vital provisions for capital contributions, profit distribution, management rights, and dispute resolution, all aligned with Singapore's legal framework. The agreement should be crafted to comply with the Companies Act and other relevant Singapore legislation while addressing the specific needs of the business structure.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Companies Act (Cap. 50): Primary legislation governing company operations in Singapore, including provisions on company structure, management, and governance

Limited Liability Partnerships Act: Legislation governing the formation and operation of Limited Liability Partnerships in Singapore

Business Names Registration Act 2014: Law governing requirements for business name registration and usage in Singapore

Contract Law (Cap. 43): Fundamental law covering basic contract formation and enforcement principles, based on common law principles

Employment Act: Legislation governing employment relationships and workplace requirements, relevant for provisions about employees and management

Personal Data Protection Act 2012: Law regulating the collection, use, and disclosure of personal data of members/partners and other stakeholders

Competition Act: Legislation ensuring fair competition and preventing anti-competitive practices in business operations

Income Tax Act: Law governing taxation requirements and implications for business operations in Singapore

ACRA Regulations: Regulatory requirements from the Accounting and Corporate Regulatory Authority regarding registration and compliance

MAS Guidelines: Regulatory guidelines from the Monetary Authority of Singapore, particularly relevant for businesses in financial services

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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