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Operating Agreement For Corporation
"I need an Operating Agreement For Corporation for a Dutch technology startup with three founding shareholders, planning to implement an employee stock option plan and expecting to raise venture capital funding by March 2025."
1. Parties: Identification of the corporation and all founding shareholders/members
2. Background: Context of the agreement's formation and purpose of the corporation
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Formation and Name: Details of corporate formation, registered name, and trade names
5. Registered Office and Duration: Official address and duration of the corporation
6. Corporate Purpose: Detailed description of business activities and objectives
7. Share Capital and Contributions: Structure of share capital, types of shares, and initial contributions
8. Shareholders Rights and Obligations: Rights, responsibilities, and obligations of shareholders
9. Management Structure: Composition and responsibilities of the management board
10. Board Meetings and Decisions: Procedures for board meetings, voting, and decision-making
11. General Meetings: Rules for shareholder meetings and voting procedures
12. Financial Affairs: Financial management, accounting practices, and dividend policy
13. Share Transfer Restrictions: Rules and procedures for transferring shares
14. Confidentiality: Protection of corporate confidential information
15. Amendment Procedures: Process for modifying the operating agreement
16. Dissolution and Liquidation: Procedures for corporate dissolution and asset distribution
17. Governing Law and Jurisdiction: Applicable Dutch law and jurisdiction for disputes
1. Supervisory Board: Required for larger corporations or when dual-board structure is chosen - details composition and duties of the supervisory board
2. Works Council Provisions: Required when company meets threshold for mandatory works council - details interaction with works council
3. Stock Option Plans: Include when corporation offers employee stock ownership programs
4. Intellectual Property Rights: Required when corporation has significant IP assets
5. International Operations: Include for corporations with international business activities
6. Environmental Compliance: Required for corporations in industries with environmental impact
7. Competition Restrictions: Include non-compete and non-solicitation provisions if relevant
8. Related Party Transactions: Include when there are significant dealings with related entities
1. Schedule 1 - Initial Shareholders: List of founding shareholders with their initial share allocation and contributions
2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes and rights attached
3. Schedule 3 - Management Board Members: Initial management board composition and contact details
4. Schedule 4 - Business Plan: Initial business plan and strategic objectives
5. Schedule 5 - Corporate Governance Procedures: Detailed procedures for corporate governance
6. Schedule 6 - Deed of Adherence: Template for new shareholders joining the corporation
7. Schedule 7 - Reserved Matters: List of decisions requiring special approval
8. Appendix A - Articles of Association: Copy of the official articles of association
9. Appendix B - Corporate Authorizations: Copies of relevant corporate authorizations and licenses
10. Appendix C - Initial Budget: First-year operational budget and financial projections
Authors
Technology
Manufacturing
Professional Services
Retail
Healthcare
Financial Services
Real Estate
Energy
Transportation
Agriculture
Construction
Media and Entertainment
Telecommunications
Consumer Goods
Education
Legal
Corporate Governance
Executive Leadership
Board of Directors
Compliance
Finance
Corporate Affairs
Risk Management
Shareholder Relations
Operations
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
General Counsel
Board Director
Managing Director
Compliance Officer
Corporate Governance Officer
Legal Counsel
Company Secretary
Shareholder Relations Manager
Risk Manager
Business Development Director
Operations Director
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