Free California Corporation Operating Agreement Template
California Corporation Operating Agreement
I. Formation
1. Name of Corporation
The name of the corporation shall be [YOUR COMPANY NAME], hereinafter referred to as the "Corporation."
2. Principal Office
The principal office of the Corporation shall be located at Los Angeles, CA 90012, or at such other place as may be designated by the Board of Directors.
3. Formation Date
The Corporation was formed on January 15, 2063 under the laws of the State of California.
4. Duration
The Corporation shall have perpetual existence unless dissolved in accordance with this Agreement or the laws of the State of California.
II. Purpose
The purpose of the Corporation is to engage in any lawful business for which a corporation may be organized under the laws of the State of California. The Corporation may also engage in any other activities approved by the Board of Directors.
III. Shareholders
1. Initial Shareholders
The initial shareholders of the Corporation shall be as follows:
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[YOUR NAME]: 500 Shares
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Dexter Dicken: 500 Shares
2. Shareholder Meetings
Regular and special meetings of the shareholders shall be held in accordance with the bylaws of the Corporation.
3. Voting Rights
Each shareholder shall have voting rights proportional to the number of shares they own, as stated in the Corporation’s records.
IV. Board of Directors
1. Composition
The Board of Directors shall consist of 2 directors. The names of the initial directors are as follows:
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[YOUR NAME]
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Dexter Dicken
2. Powers and Duties
The Board of Directors shall have the power to manage the business and affairs of the Corporation, including but not limited to:
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Appointing officers
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Approving major corporate decisions
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Adopting, amending, or repealing bylaws
3. Meetings
The Board of Directors shall hold regular meetings as provided in the Corporation’s bylaws. Special meetings may be called as necessary.
V. Officers
1. Appointment
The officers of the Corporation shall be appointed by the Board of Directors and shall include:
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President: [YOUR NAME]
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Secretary: Dexter Dicken
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Treasurer: Garry Buckley
2. Duties
Each officer shall perform the duties prescribed by the Board of Directors or as outlined in the Corporation’s bylaws.
VI. Capital Contributions
1. Initial Contributions
The initial capital contributions of the shareholders shall be as follows:
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[YOUR NAME]: $50,000
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Dexter Dicken: $50,000
2. Additional Contributions
Additional contributions may be required or accepted as determined by the Board of Directors.
VII. Distribution of Profits and Losses
1. Allocation
The profits and losses of the Corporation shall be allocated among the shareholders in proportion to their respective ownership interests.
2. Distribution Schedule
Distributions shall be made at such times and in such amounts as determined by the Board of Directors, consistent with the Corporation’s bylaws and applicable laws.
VIII. Indemnification
The Corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by the laws of the State of California.
IX. Amendment
This Operating Agreement may be amended or modified only by a written agreement signed by shareholders holding a majority of the shares of the Corporation.
X. Dissolution
1. Events Leading to Dissolution
The Corporation may be dissolved upon the occurrence of any of the following events:
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A decision by the Board of Directors and approval by shareholders holding a majority of shares.
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A court order.
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Any other event requiring dissolution under California law.
2. Distribution of Assets
Upon dissolution, the assets of the Corporation shall be distributed in the following order:
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To creditors, including shareholders who are creditors.
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To shareholders in proportion to their ownership interests.
XI. Governing Law
This Operating Agreement shall be governed by and construed in accordance with the laws of the State of California.
XII. Miscellaneous
1. Notices
All notices required under this Agreement shall be in writing and delivered to the addresses on record with the Corporation.
2. Entire Agreement
This document constitutes the entire Operating Agreement of the Corporation and supersedes any prior agreements or understandings.
3. Severability
If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Operating Agreement as of February 1, 2063.
Shareholder Signature: _________________________
Name: Garry Buckley
Shareholder Signature: _________________________
Name: Dexter Dicken
Authorized Officer Signature: __________________
Name: [YOUR NAME]
Title: President
