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Small Business Operating Agreement
"I need a Small Business Operating Agreement for a family-owned restaurant business in Manila, with three siblings as equal partners, including specific provisions for profit sharing and succession planning in case any partner wishes to exit."
1. Parties: Identification of all parties to the agreement, including complete legal names and addresses
2. Background: Context of the agreement, business purpose, and relationship between the parties
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Business Structure and Purpose: Legal structure of the business and its primary objectives
5. Capital Contributions: Initial and ongoing capital contributions of each party
6. Ownership and Profit Sharing: Distribution of ownership interests and profit-sharing arrangements
7. Management and Control: Decision-making processes, voting rights, and management structure
8. Operations: Day-to-day business operations, responsibilities, and procedures
9. Financial Management: Banking, accounting practices, and financial reporting requirements
10. Tax Matters: Tax responsibilities and procedures for filing returns
11. Transfer Restrictions: Limitations on transferring ownership interests
12. Dissolution and Termination: Procedures for business dissolution and agreement termination
13. Governing Law: Specification of Philippine law as governing law and jurisdiction
14. Dispute Resolution: Procedures for resolving conflicts between parties
15. General Provisions: Standard clauses including notices, amendments, and severability
1. Intellectual Property Rights: Protection and ownership of IP assets when the business involves intellectual property
2. Confidentiality: Non-disclosure provisions when sensitive information is involved
3. Non-Compete: Restrictions on competitive activities when necessary for business protection
4. Employment Matters: Employment policies and procedures if the business has employees
5. Insurance: Required insurance coverage and procedures when specific risks need to be addressed
6. Environmental Compliance: Environmental obligations when business activities have environmental impact
7. Technology and Data Protection: Digital assets and data protection compliance when handling sensitive data
8. Foreign Investment Provisions: Special provisions when foreign investors are involved
1. Schedule A - Initial Capital Contributions: Detailed breakdown of each party's initial capital contributions
2. Schedule B - Asset Register: List of business assets and their ownership status
3. Schedule C - Business Plan: Initial business plan and operational objectives
4. Schedule D - Management Structure: Detailed organizational chart and management responsibilities
5. Schedule E - Financial Procedures: Specific procedures for financial management and reporting
6. Appendix 1 - Required Permits and Licenses: List of necessary government permits and licenses
7. Appendix 2 - Key Performance Indicators: Metrics for measuring business performance
8. Appendix 3 - Specimen Signatures: Authorized signatures for business operations
Authors
Applicable Law
Articles of Incorporation
Authorized Representative
Board of Directors
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Company
Confidential Information
Control
Dispute
Effective Date
Encumbrance
Financial Year
Fiscal Year
Force Majeure
Governing Law
Initial Capital
Intellectual Property Rights
Local Government Unit
Management Committee
Material Breach
Member
Operating Expenses
Ownership Interest
Parties
Permitted Transfer
PHP
Profit and Loss
Related Party
Resolution
Securities and Exchange Commission
Shareholders
Shares
Supermajority Vote
Tax
Term
Territory
Third Party
Transfer
Voting Rights
Formation
Business Purpose
Capital Contribution
Ownership
Management Rights
Voting Rights
Transfer Restrictions
Decision Making
Financial Management
Profit Distribution
Loss Allocation
Operational Control
Meeting Procedures
Record Keeping
Confidentiality
Non-Competition
Intellectual Property
Employment Matters
Tax Compliance
Regulatory Compliance
Insurance
Dispute Resolution
Amendment
Termination
Force Majeure
Indemnification
Assignment
Notices
Governing Law
Severability
Entire Agreement
Banking and Finance
Asset Management
Business Continuation
Death or Incapacity
Dissolution
Environmental Compliance
Data Protection
Local Government Compliance
Retail
Food and Beverage
Technology
Professional Services
Manufacturing
Agriculture
Tourism
E-commerce
Construction
Healthcare
Education
Transportation and Logistics
Real Estate
Creative Industries
Business Process Outsourcing
Legal
Finance
Operations
Administration
Compliance
Risk Management
Corporate Governance
Business Development
Human Resources
Executive Leadership
CEO
Managing Director
Business Owner
Operations Manager
Legal Counsel
Compliance Officer
Chief Financial Officer
Business Development Manager
Administrative Manager
Human Resources Manager
Company Secretary
Small Business Advisor
Risk Manager
Finance Director
General Manager
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