Free Corporate Operating Agreement Template
Corporate Operating Agreement
I. Formation and Purpose
This Corporate Operating Agreement ("Agreement") is entered into as of January 3, 2059, by and among the undersigned parties, for the purpose of governing the operations of [YOUR COMPANY NAME], a corporation organized under the laws of the State of Texas.
A. Name and Principal Office
The name of the corporation is [YOUR COMPANY NAME]. The principal office shall be located at [YOUR COMPANY ADDRESS], or at such other location as the Board of Directors may designate from time to time.
B. Purpose
The purpose of [YOUR COMPANY NAME] is to engage in any lawful business for which corporations may be organized under the laws of Texas.
II. Capital Contributions
A. Initial Contributions
Each shareholder agrees to contribute the amount specified in Schedule A, attached hereto, in exchange for shares of stock.
B. Additional Contributions
Additional contributions may be required only upon the unanimous written consent of the shareholders.
III. Management
A. Board of Directors
The corporation shall be managed by a Board of Directors ("Board"). The initial Board shall consist of 5 members, whose names and addresses are listed in Schedule B.
B. Officers
The Board shall appoint officers, including but not limited to a President, Secretary, and Treasurer. Their duties and responsibilities are outlined in the corporation's bylaws.
C. Decision-Making
Decisions of the Board shall be made by majority vote unless otherwise specified in this Agreement or the bylaws.
IV. Shareholder Meetings
A. Annual Meetings
Annual meetings of the shareholders shall be held on May 1, 2059, at 10:00 AM, at the principal office or such other location as determined by the Board.
B. Special Meetings
Special meetings may be called by the President, a majority of the Board, or shareholders holding at least 25% of the voting shares.
C. Quorum and Voting
A quorum for any meeting shall consist of shareholders holding at least 50% of the voting shares. Each shareholder is entitled to one vote per share held.
V. Distributions
Distributions of profits shall be made to shareholders in proportion to their ownership interests. The timing and amount of distributions shall be determined by the Board, subject to applicable law.
VI. Transfer of Shares
A. Restrictions on Transfer
No shareholder may transfer shares without first offering them to the corporation or other shareholders under the terms specified in Schedule C.
B. Right of First Refusal
The corporation shall have the right of first refusal to purchase any shares offered for sale, followed by the other shareholders.
VII. Dissolution
A. Events of Dissolution
The corporation may be dissolved upon the occurrence of any of the following events:
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A unanimous vote of the shareholders.
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An order of dissolution by a court of competent jurisdiction.
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Other events as specified in Schedule D.
B. Distribution of Assets
Upon dissolution, the corporation's assets shall be distributed as follows:
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Payment of liabilities and obligations.
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Return of capital contributions to shareholders.
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Distribution of remaining assets to shareholders in proportion to their ownership interests.
VIII. Amendments
This Agreement may be amended only by a written document signed by all shareholders.
IX. Miscellaneous
A. Governing Law
This Agreement shall be governed by the laws of the State of Texas.
B. Entire Agreement
This document constitutes the entire agreement among the parties and supersedes all prior agreements or understandings.
C. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
D. Notices
All notices shall be sent to the addresses listed in Schedule E, or to such other addresses as the parties may provide in writing.
E. Execution
This Agreement may be executed in counterparts, each of which shall be deemed an original.
X. Signatures
IN WITNESS WHEREOF, the parties have executed this Corporate Operating Agreement as of the date first above written.
[YOUR NAME], Chief Executive Officer
Date Signed: January 3, 2059
Bennie Goodwin, Board of Director
Date Signed: January 3, 2059
