Corporation Operating Agreement Format

I. Introduction

This Corporation Operating Agreement (the "Agreement") is entered into as of [DATE], by and among [YOUR COMPANY NAME], a corporation organized under the laws of [STATE] (the "Corporation"), and its shareholders.

II. Purpose

The purpose of this Agreement is to establish the rules, policies, and procedures governing the operation and management of the Corporation and to set forth the rights and responsibilities of the shareholders.

III. Definitions

1. Shareholders: The individuals or entities that own shares in the Corporation.

2. Board of Directors: The group of individuals elected by the shareholders to oversee the management of the Corporation.

3. Officers: Individuals appointed by the Board of Directors to manage the day-to-day operations of the Corporation.

IV. Formation

1. Incorporation: The Corporation was incorporated on [DATE OF INCORPORATION] in the State of [STATE].

2. Registered Agent: The registered agent of the Corporation is [NAME OF REGISTERED AGENT], located at [ADDRESS OF REGISTERED AGENT].

V. Shareholder Information

1. Initial Shareholders:

   • [YOUR NAME]: [NUMBER OF SHARES] shares.

   • [NAME OF SHAREHOLDER]: [NUMBER OF SHARES] shares.

2. Issuance of Shares: Shares shall be issued according to the provisions outlined in the Corporation’s bylaws.

VI. Board of Directors

1. Composition: The Board of Directors shall consist of [NUMBER] directors.

2. Term of Office: Directors shall serve for a term of [TERM LENGTH] years unless otherwise specified in the bylaws.

3. Meetings: The Board of Directors shall meet [FREQUENCY], with special meetings called as necessary.

VII. Officers

1. Roles:

   • President: Responsible for overall management.

   • Secretary: Responsible for maintaining records.

   • Treasurer: Responsible for financial matters.

2. Appointment: Officers shall be appointed by the Board of Directors.

VIII. Financial Matters

1. Capital Contributions: Shareholders shall contribute capital as required by the Board of Directors.

2. Dividends: Dividends shall be distributed at the discretion of the Board of Directors.

3. Fiscal Year: The fiscal year of the Corporation shall begin on [DATE] and end on [DATE].

IX. Amendments

This Agreement may be amended or modified only by a written instrument signed by all shareholders.

X. Dissolution

1. Events of Dissolution: The Corporation shall be dissolved upon:

   • A resolution passed by a majority vote of the shareholders.

   • Any event specified in the Corporation’s bylaws.

2. Distribution of Assets: Upon dissolution, assets shall be distributed in accordance with [STATE] law.

XI. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE].

XII. Miscellaneous

1. Entire Agreement: This Agreement constitutes the entire agreement among the shareholders.

2. Severability: If any provision of this Agreement is found to be invalid, the remaining provisions shall remain in full force and effect.

XIII. Signatures

IN WITNESS WHEREOF, the undersigned have executed this Corporation Operating Agreement as of the date first written above.

[YOUR NAME]
Signature: ________________________
Date: _____________________________

[NAME OF SHAREHOLDER]
Signature: ________________________
Date: _____________________________

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