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Basic Operating Agreement
"I need a Basic Operating Agreement for my Australian technology startup launching in March 2025, with three co-founders who will have equal ownership shares and specific provisions for intellectual property protection and future investor participation."
1. Parties: Identifies and defines all parties to the agreement, including their legal names, addresses, and ACN/ABN numbers
2. Background: Sets out the context and purpose of the agreement, including the nature of the business and the parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation
4. Business Structure and Purpose: Describes the legal structure of the business and its primary activities
5. Management and Decision Making: Outlines the management structure, voting rights, and decision-making processes
6. Financial Matters: Covers capital contributions, profit/loss distribution, and financial management principles
7. Meetings and Records: Establishes procedures for meetings and maintenance of business records
8. Transfer of Interests: Sets out rules for transferring ownership interests and restrictions on transfers
9. Dispute Resolution: Provides mechanisms for resolving disputes between parties
10. Termination: Specifies circumstances and procedures for terminating the agreement
11. General Provisions: Contains standard legal provisions including governing law, notices, and amendment procedures
1. Intellectual Property: Include when the business owns or develops significant IP assets
2. Confidentiality: Add when parties need to share sensitive business information
3. Non-Competition: Include when there are concerns about parties competing with the business
4. Employee Management: Add when the business will have employees and needs specific management provisions
5. Insurance: Include when specific insurance requirements need to be maintained
6. External Financing: Add when the business anticipates seeking external funding
7. Tax Matters: Include detailed tax provisions when complex tax arrangements are needed
8. Business Succession: Add when specific succession planning is required
1. Schedule 1 - Capital Contributions: Details of initial and subsequent capital contributions by parties
2. Schedule 2 - Ownership Interests: Current ownership structure and percentage interests
3. Schedule 3 - Business Plan: Initial business plan and strategic objectives
4. Schedule 4 - Management Structure: Detailed organizational chart and management responsibilities
5. Schedule 5 - Reserved Matters: List of decisions requiring special approval or unanimous consent
6. Appendix A - Meeting Procedures: Detailed procedures for conducting meetings and maintaining minutes
7. Appendix B - Financial Reporting Requirements: Specific requirements for financial statements and reports
8. Appendix C - Transfer Procedures: Detailed procedures for transferring ownership interests
Authors
Business
Business Day
Business Hours
Business Plan
Capital Contribution
Commencement Date
Company
Confidential Information
Constitution
Corporations Act
Directors
Dispute
Effective Date
Encumbrance
Financial Year
Force Majeure Event
GST
Initial Capital
Insolvency Event
Intellectual Property Rights
Interest
Law
Management Committee
Material Breach
Member
Notice
Operating Expenses
Ordinary Resolution
Parties
Permitted Transfer
Related Entity
Reserved Matter
Resolution
Share
Shareholder
Special Resolution
Subsidiary
Tax
Term
Territory
Transfer
Voting Rights
Definitions
Business Structure
Management Rights
Capital Contributions
Profit and Loss Distribution
Voting Rights
Decision Making
Board Composition
Meeting Procedures
Financial Management
Banking
Accounting Records
Business Operations
Intellectual Property
Confidentiality
Non-Competition
Transfer of Interests
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Death or Incapacity
Dispute Resolution
Mediation
Arbitration
Force Majeure
Termination
Exit Mechanisms
Buy-Out Provisions
Indemnification
Insurance
Notices
Amendment
Assignment
Severability
Governing Law
Jurisdiction
Entire Agreement
Further Assurance
Costs
GST
Counterparts
Professional Services
Retail
Technology
Manufacturing
Construction
Healthcare
Hospitality
Real Estate
Agriculture
Education
Financial Services
Consulting
Legal
Executive
Corporate Governance
Finance
Operations
Compliance
Risk Management
Corporate Affairs
Business Development
Administration
CEO
Managing Director
Company Secretary
Chief Financial Officer
Chief Operating Officer
Legal Counsel
Corporate Lawyer
Business Owner
Partner
Director
Compliance Officer
Risk Manager
Board Member
General Manager
Operations Manager
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