Free INC Operating Agreement Outline Template

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

  1. "Corporation" refers to [YOUR COMPANY NAME], INC.

  2. "Shareholder" refers to any individual or entity owning shares of the Corporation.

  3. 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

  1. Composition of the Board: [NUMBER] Directors.

  2. Responsibilities of the Board: [DETAIL RESPONSIBILITIES].

  3. Appointment and Removal: [DETAIL PROCEDURES].

B. Officers

  1. Roles: [SPECIFY ROLES].

  2. Responsibilities: [DESCRIBE DUTIES OF EACH ROLE].

  3. Term of Office: [SPECIFY TERMS].

V. Shareholders

A. Rights and Obligations

  1. Ownership: Each Shareholder owns [NUMBER] shares.

  2. Voting Rights: Shareholders shall have voting rights as described in [REFERENCE SECTION].

  3. Meetings: Shareholders will meet annually at [LOCATION].

B. Transfer of Shares

  1. Restrictions on Transfer: [DESCRIBE RESTRICTIONS].

  2. Right of First Refusal: [DETAIL PROCEDURES].

  3. 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

  1. Profits and losses will be allocated based on [SPECIFY METHOD].

  2. 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

  1. Any disputes arising under this Agreement shall first be submitted to mediation.

  2. 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

  1. Liquidation of Assets: [DESCRIBE PROCESS].

  2. 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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