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Custom Operating Agreement Template for Philippines

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Key Requirements PROMPT example:

Custom Operating Agreement

"I need a Custom Operating Agreement for a tech startup in Manila with three local founders, planning to launch operations in March 2025, with specific provisions for future venture capital investment and intellectual property protection."

Document background
The Custom Operating Agreement serves as a foundational document for businesses operating in the Philippines, providing a comprehensive framework for business operations and management. This agreement is particularly crucial when establishing new business ventures, restructuring existing operations, or forming strategic partnerships under Philippine jurisdiction. The document addresses key aspects of business operations while ensuring compliance with Philippine corporate laws, including the Revised Corporation Code, Foreign Investments Act, and other relevant regulations. It's specifically designed to accommodate various business structures, from small enterprises to large corporations, and can be customized to include specific provisions for foreign investment, technology operations, or industry-specific requirements. The Custom Operating Agreement becomes especially important in scenarios involving multiple stakeholders, complex operational structures, or when clear delineation of management responsibilities and profit-sharing mechanisms is essential.
Suggested Sections

1. Parties: Identification and details of all parties entering into the operating agreement

2. Background: Context of the agreement, including business purpose and relationship between parties

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Business Purpose and Scope: Detailed description of the business activities and operational scope

5. Management Structure: Governance framework, management roles, and decision-making processes

6. Capital Contributions: Initial and ongoing capital requirements, valuation, and contribution procedures

7. Profit and Loss Distribution: Framework for sharing profits, losses, and distributions among parties

8. Operational Procedures: Day-to-day operational guidelines and standard procedures

9. Voting Rights and Procedures: Voting mechanisms for key decisions and required majorities

10. Transfer of Interests: Rules governing the transfer of ownership interests and restrictions

11. Dispute Resolution: Procedures for resolving conflicts between parties

12. Term and Termination: Duration of agreement and conditions for termination

13. Governing Law: Specification of Philippine law application and jurisdiction

14. General Provisions: Standard clauses including notices, amendments, and severability

Optional Sections

1. Intellectual Property Rights: Provisions for IP ownership and usage when business involves significant IP assets

2. Confidentiality: Detailed confidentiality obligations when sensitive information is involved

3. Non-Competition: Restrictions on competitive activities when required for business protection

4. Foreign Investment Provisions: Special provisions when foreign investors are involved, ensuring compliance with Philippine foreign investment laws

5. Employee Management: Specific provisions for businesses with significant employment components

6. Environmental Compliance: Special provisions for businesses with environmental impact considerations

7. Technology Usage: Guidelines for technology and systems usage in tech-heavy operations

8. Crisis Management: Procedures for handling business emergencies or extraordinary situations

Suggested Schedules

1. Schedule A - Capital Contributions: Detailed breakdown of initial and committed capital contributions

2. Schedule B - Members Information: Complete details of all members including contact information and ownership percentages

3. Schedule C - Business Plan: Initial business plan and operational strategies

4. Schedule D - Management Structure: Detailed organizational chart and management responsibilities

5. Schedule E - Operational Procedures: Specific operational protocols and procedures

6. Schedule F - Financial Procedures: Detailed accounting policies and financial management procedures

7. Appendix 1 - Forms and Templates: Standard forms for various operational processes

8. Appendix 2 - Compliance Checklist: Regulatory compliance requirements and checklist

Authors

Alex Denne

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

Relevant legal definitions

















































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Relevant Industries

Manufacturing

Technology

Retail

Services

Real Estate

Agriculture

Healthcare

Financial Services

Construction

Energy

Transportation

Tourism

Education

Food and Beverage

E-commerce

Relevant Teams

Legal

Executive Leadership

Operations

Finance

Compliance

Risk Management

Corporate Governance

Business Development

Strategy

Administrative

Investment

Corporate Affairs

Relevant Roles

Chief Executive Officer

Managing Director

Chief Operating Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Operations Manager

Business Development Manager

Compliance Officer

Risk Manager

Board Director

Investment Manager

General Manager

Corporate Governance Officer

Finance Director

Industries








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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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