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Small Business Operating Agreement
"I need a Small Business Operating Agreement for my new tech startup in Jakarta, which will be owned by three partners with different capital contributions, and we need specific provisions for intellectual property protection and future funding rounds planned for March 2025."
1. Parties: Identification of all members/owners entering into the agreement, including their full legal names, addresses, and tax identification numbers
2. Background: Context of the agreement, business purpose, and intention of the parties
3. Definitions: Clear definitions of key terms used throughout the agreement
4. Business Structure: Legal form of the business, registration details, and business domicile
5. Capital Contributions: Initial and subsequent capital contributions, valuation of non-cash contributions
6. Ownership and Profit Sharing: Distribution of ownership interests and profit-sharing arrangements
7. Management Structure: Roles, responsibilities, and decision-making processes
8. Operating Procedures: Day-to-day business operations, management policies, and procedures
9. Financial Management: Banking, accounting practices, fiscal year, and financial reporting requirements
10. Meetings and Voting: Procedures for conducting meetings and voting requirements
11. Transfer of Interests: Rules regarding the transfer of ownership interests and restrictions
12. Dispute Resolution: Procedures for resolving conflicts between members
13. Termination: Conditions and procedures for termination of the agreement
14. Governing Law: Specification of Indonesian law as governing law and jurisdiction
1. Intellectual Property: Required when the business owns or develops intellectual property, defining ownership and usage rights
2. Non-Compete and Confidentiality: Added when protecting business secrets and preventing competition is crucial
3. Employee Management: Included when the business has or plans to have employees, outlining employment policies
4. Foreign Investment Provisions: Required when any members are foreign investors or foreign investment is anticipated
5. Online Business Operations: Needed for businesses conducting e-commerce or online services
6. Environmental Compliance: Required for businesses with environmental impact considerations
7. Special Licenses: Added when the business requires specific operational licenses or permits
1. Schedule A - Member Details: Detailed information about each member including contact information and ownership percentages
2. Schedule B - Initial Capital Contributions: Itemized list of all initial capital contributions and their agreed valuations
3. Schedule C - Business Assets: Inventory of business assets and their ownership status
4. Schedule D - Operating Procedures: Detailed standard operating procedures and policies
5. Schedule E - Required Licenses: List of required business licenses and permits with their status
6. Appendix 1 - Business Plan: Initial business plan and projected financials
7. Appendix 2 - Specimen Signatures: Authorized signatures for business operations
8. Appendix 3 - Compliance Checklist: Checklist of regulatory compliance requirements under Indonesian law
Authors
Business
Business Day
Capital Account
Company
Confidential Information
Dispute
Effective Date
Financial Year
Fiscal Year
Force Majeure
Governing Law
Initial Capital Contribution
Intellectual Property Rights
Management Committee
Member
Member Interest
MSME
Operating Expenses
Ownership Interest
Parties
Profit and Loss
Quorum
Related Party
Resolution
Share
Shareholder
Special Resolution
Territory
Transfer
Unanimous Consent
Voting Rights
Working Capital
Business License
NIB (Business Identification Number)
NPWP (Tax Identification Number)
Articles of Association
Board of Directors
Managing Director
Business Assets
Operating Procedures
Distribution
Material Breach
Business Plan
Fiscal Year
Good Faith
Majority Vote
Business Purpose and Scope
Company Formation
Capital Contributions
Ownership Structure
Management Rights and Responsibilities
Decision Making
Voting Rights
Financial Management
Profit Distribution
Transfer of Interests
Business Operations
Meetings and Notices
Record Keeping
Banking Arrangements
Confidentiality
Non-Competition
Intellectual Property
Employment Matters
Tax Compliance
Regulatory Compliance
Business Licenses
Insurance
Dispute Resolution
Force Majeure
Term and Termination
Exit Provisions
Death or Incapacity
Amendment Procedures
Governing Law
Severability
Entire Agreement
Notices
Assignment
Indemnification
Asset Management
Business Expansion
Environmental Compliance
Local Business Requirements
Change in Ownership
Dissolution
Retail
Food and Beverage
Manufacturing
Technology
Professional Services
Agriculture
Tourism and Hospitality
E-commerce
Creative Industries
Trading
Construction
Education Services
Healthcare Services
Transportation and Logistics
Legal
Finance
Operations
Administration
Compliance
Corporate Secretariat
Risk Management
Business Development
Human Resources
Management
Business Owner
Managing Director
Legal Counsel
Chief Executive Officer
Chief Financial Officer
Operations Manager
Company Secretary
Compliance Officer
Business Development Manager
Finance Manager
Administrative Manager
Human Resources Manager
General Manager
Risk Manager
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