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Operating Agreement For Incorporation
"I need an Operating Agreement For Incorporation for a Singapore-based technology startup with tHRee founding members, including provisions for future employee share options and specific intellectual property protection clauses to be implemented by March 2025."
1. Parties: Identifies all members/shareholders of the company
2. Background: States the purpose of forming the company and this agreement
3. Definitions: Defines key terms used tHRoughout the agreement
4. Company Formation: Details of company structure, business purpose, and registration
5. Capital Structure: Share classes, initial capital, and contribution requirements
6. Management Structure: Directors' appointment, removal, and decision-making processes
7. Members' Rights and Obligations: Voting rights, profit distribution, and member responsibilities
8. Transfer of Shares: Procedures for transferring ownership interests
9. Meetings and Resolutions: Procedures for company meetings and decision-making
1. Non-Compete Provisions: Restrictions on competitive activities by members to protect business interests
2. Intellectual Property Rights: Provisions governing IP ownership and protection when company has significant IP assets
3. Employee Share Schemes: Structure and rules for employee share ownership programs when implementing such schemes
1. Schedule 1: Initial Members and Shareholdings: Details of initial ownership structure and shareholding allocation
2. Schedule 2: Business Plan: Initial business plan and objectives of the company
3. Schedule 3: Share Valuation Methods: Agreed methods and procedures for valuing company shares
4. Appendix A: Form of Share Transfer Notice: Standard form template for share transfer notifications
5. Appendix B: Deed of Adherence: Template document for new members joining the company
Authors
Articles of Association
Board
Business
Business Day
Business Plan
Capital Contribution
Company
Companies Act
Confidential Information
Director
Effective Date
Encumbrance
Financial Year
Initial Members
Intellectual Property Rights
Material Breach
Member
Memorandum of Association
Officers
Ordinary Resolution
Parties
Permitted Transferee
Proceeding
Profits
Related Corporation
Relevant Securities
Reserved Matters
Share
Share Capital
Shareholder
Special Resolution
Subsidiary
Territory
Transfer
Voting Rights
Capital Contributions
Share Classes and Rights
Management Structure
Board Composition
Decision Making
Voting Rights
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Dividend Policy
Reserved Matters
Meetings
Corporate Governance
Financial Matters
Accounting and Records
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Dispute Resolution
Exit Provisions
Death or Incapacity
Termination
Amendment Process
Governing Law
Notices
Assignment
Severability
Entire Agreement
Force Majeure
Compliance with Laws
Indemnification
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