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Articles Of Incorporation Operating Agreement
I need an Articles of Incorporation Operating Agreement for a technology startup to be incorporated in March 2025, with three founding shareholders having different share classes and voting rights, including specific provisions for future investor rounds and intellectual property protection.
1. Parties: Identification of the incorporating shareholders and their contact information
2. Background: Purpose of incorporation and brief description of the business
3. Definitions: Key terms used throughout the documents
4. Corporate Name and Office: Legal name of corporation and registered office address
5. Share Structure: Classes of shares, rights, and restrictions
6. Directors and Officers: Number of directors, qualification, appointment process, and duties
7. Shareholders: Rights, obligations, and voting procedures of shareholders
8. Meetings: Procedures for director and shareholder meetings
9. Management Structure: Day-to-day management responsibilities and decision-making processes
10. Capital Contributions: Initial and additional capital contribution requirements
11. Distribution of Profits: Protocol for dividend declarations and profit distribution
12. Transfer of Shares: Procedures and restrictions for transferring ownership interests
13. Amendment Procedures: Process for modifying the articles or operating agreement
14. Dissolution: Procedures for winding up the corporation
1. Pre-emptive Rights: Used when shareholders should have first right to purchase new shares
2. Tag-Along Rights: Include when minority shareholders need protection in sale situations
3. Drag-Along Rights: Include when majority shareholders may need to force minority participation in a sale
4. Non-Competition: Include when shareholders should be restricted from competing activities
5. Intellectual Property Rights: Include when the corporation will own significant IP
6. Emergency Succession Plan: Include for corporations with key person dependencies
7. International Operations: Include if business will operate in multiple jurisdictions
8. Special Share Rights: Include when creating multiple classes of shares with unique rights
1. Schedule A - Initial Shareholders: List of initial shareholders with their share quantities and classes
2. Schedule B - Initial Directors: List of initial directors and their qualifications
3. Schedule C - Share Certificate Form: Template for share certificates
4. Schedule D - Initial Capital Contributions: Detailed breakdown of initial investments
5. Schedule E - Business Plan: Initial business plan and projections
6. Appendix 1 - Shareholder Resolution Templates: Standard forms for shareholder resolutions
7. Appendix 2 - Corporate Bylaws: Detailed corporate governance rules
8. Appendix 3 - Share Transfer Forms: Standard forms for share transfers
Authors
Affiliate
Articles
Board of Directors
Business Day
Bylaws
Capital Contribution
Certificate of Incorporation
Common Shares
Company
Confidential Information
Control
Corporation
Director
Dissolution
Distribution
Effective Date
Fiscal Year
Good Standing
Governing Law
Initial Capital
Intellectual Property
Majority Vote
Material Change
Member
Officers
Operating Agreement
Ordinary Resolution
Person
Preferred Shares
Quorum
Registered Office
Related Party
Resolution
Share Certificate
Shareholder
Special Resolution
Subsidiary
Super Majority
Transfer
Voting Rights
Voting Shares
Share Structure
Shareholder Rights
Voting Rights
Transfer Restrictions
Pre-emptive Rights
Management Rights
Board Composition
Officer Appointments
Meeting Procedures
Quorum Requirements
Capital Contributions
Distribution Rights
Tag-Along Rights
Drag-Along Rights
Amendment Procedures
Dispute Resolution
Confidentiality
Non-Competition
Intellectual Property
Dissolution
Exit Rights
First Refusal Rights
Share Valuation
Corporate Records
Financial Reporting
Decision Making
Indemnification
Insurance Requirements
Conflict Resolution
Successor Rights
Share Redemption
Corporate Authority
Notice Requirements
Severability
Technology
Manufacturing
Professional Services
Retail
Real Estate
Healthcare
Financial Services
Construction
Agriculture
Energy
Transportation
Entertainment
Education
Consulting
Legal
Corporate Governance
Executive Leadership
Board of Directors
Compliance
Finance
Risk Management
Corporate Affairs
Shareholder Relations
Administrative
CEO
CFO
Corporate Secretary
General Counsel
Legal Director
Compliance Officer
Board Director
Corporate Governance Officer
Managing Director
Business Development Director
Chief Operating Officer
Company Secretary
Shareholder Relations Manager
Risk Management Officer
Corporate Attorney
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