INC Operating Agreement Outline
I. Introduction
This Operating Agreement ("Agreement") is made and entered into as of [DATE], by and among the shareholders of [YOUR COMPANY NAME], INC., a corporation organized and existing under the laws of the State of [STATE] ("Corporation").
II. Definitions
A. Key Terms
"Corporation" refers to [YOUR COMPANY NAME], INC.
"Shareholder" refers to any individual or entity owning shares of the Corporation.
Other terms defined as needed within this Agreement.
III. Purpose
The Corporation is organized for the purpose of [SPECIFY PURPOSE], and for any other lawful purposes permitted under the laws of the State of [STATE].
IV. Governance
A. Board of Directors
Composition of the Board: [NUMBER] Directors.
Responsibilities of the Board: [DETAIL RESPONSIBILITIES].
Appointment and Removal: [DETAIL PROCEDURES].
B. Officers
Roles: [SPECIFY ROLES].
Responsibilities: [DESCRIBE DUTIES OF EACH ROLE].
Term of Office: [SPECIFY TERMS].
V. Shareholders
A. Rights and Obligations
Ownership: Each Shareholder owns [NUMBER] shares.
Voting Rights: Shareholders shall have voting rights as described in [REFERENCE SECTION].
Meetings: Shareholders will meet annually at [LOCATION].
B. Transfer of Shares
Restrictions on Transfer: [DESCRIBE RESTRICTIONS].
Right of First Refusal: [DETAIL PROCEDURES].
Buyout Terms: [SPECIFY TERMS].
VI. Capital Contributions
A. Initial Contributions
Shareholders shall make capital contributions in the amount of [SPECIFY AMOUNT].
B. Additional Contributions
Additional contributions may be required as determined by [SPECIFY ENTITY].
VII. Profits, Losses, and Distributions
A. Allocation
Profits and losses will be allocated based on [SPECIFY METHOD].
Distributions will be made [SPECIFY FREQUENCY].
B. Tax Treatment
The Corporation will be taxed as [SPECIFY TAX TREATMENT].
VIII. Dispute Resolution
A. Mediation and Arbitration
Any disputes arising under this Agreement shall first be submitted to mediation.
If mediation is unsuccessful, disputes will be resolved through binding arbitration in [LOCATION].
B. Governing Law
This Agreement shall be governed by the laws of the State of [STATE].
IX. Amendments
This Agreement may be amended only by the written consent of [SPECIFY PERCENTAGE OR ENTITY].
X. Dissolution
A. Events of Dissolution
The Corporation shall dissolve upon [SPECIFY CONDITIONS].
B. Winding Up
Liquidation of Assets: [DESCRIBE PROCESS].
Distribution of Remaining Assets: Assets will be distributed in accordance with [REFERENCE RELEVANT SECTION OR LAWS].
XI. Miscellaneous
A. Notices
All notices shall be delivered to [SPECIFY METHOD AND ADDRESSES].
B. Entire Agreement
This document represents the entire agreement between the parties and supersedes all prior agreements.
C. Severability
If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.
D. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.
[SHAREHOLDERS AND OFFICERS SIGNATURES]
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