Company Agreement for the United States

Company Agreement Template for United States

A Company Agreement is a fundamental legal document that establishes the structure, governance, and operational framework for a business entity in the United States. This document outlines the rights and responsibilities of members/shareholders, management procedures, capital contributions, profit distribution methods, and dissolution processes. It serves as the primary governing document for the company, complying with both federal regulations and state-specific requirements, depending on the jurisdiction of formation. The agreement typically includes detailed provisions for business operations, ownership transfers, and dispute resolution mechanisms.

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What is a Company Agreement?

The Company Agreement is essential when establishing a new business entity or reorganizing an existing one in the United States. This comprehensive document is particularly crucial for businesses with multiple owners, as it sets forth the fundamental rules and procedures for company operations. A Company Agreement typically includes provisions for ownership structure, management responsibilities, financial obligations, and dispute resolution procedures. It must comply with both federal regulations and state-specific requirements, making it vital to consider the jurisdiction of formation. The agreement serves as a roadmap for handling various business scenarios, from routine operations to significant changes in ownership or structure, and helps prevent potential conflicts by clearly defining all parties' rights and obligations.

What sections should be included in a Company Agreement?

1. Parties: Identification of all company members/shareholders and their details

2. Background: Context and purpose for forming the company

3. Definitions: Key terms used throughout the agreement

4. Formation: Details of company formation, type, and jurisdiction

5. Capital Contributions: Initial and subsequent capital requirements

6. Management Structure: Governance and decision-making processes

7. Distributions: Profit sharing and distribution policies

8. Transfer Restrictions: Rules regarding ownership transfer

9. Dissolution: Process for company dissolution and asset distribution

What sections are optional to include in a Company Agreement?

1. Tax Matters: Specific tax elections and procedures for companies with complex tax structures

2. Employment Provisions: Employment terms for member-employees when members will be employed by the company

3. Intellectual Property: IP ownership and protection provisions for companies developing intellectual property

What schedules should be included in a Company Agreement?

1. Schedule A - Member Information: Detailed member/shareholder information and ownership percentages

2. Schedule B - Capital Contributions: Details of initial and committed capital contributions

3. Schedule C - Company Assets: List of company assets and their values

4. Appendix A - Voting Procedures: Detailed voting and decision-making procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Internal Revenue Code: Federal tax regulations governing business taxation, tax reporting requirements, and business structure implications

Securities Acts: Securities Act of 1933 and Securities Exchange Act of 1934 - Federal laws governing securities issuance and trading if the company plans to issue securities

Federal Employment Laws: Including FLSA, FMLA, ADA, and other federal regulations governing employment relationships and worker protection

State LLC Act: State-specific legislation governing the formation, operation, and dissolution of Limited Liability Companies

State Business Corporation Act: State-specific laws regulating the formation, governance, and operations of corporations

Blue Sky Laws: State-specific securities regulations governing the offering and sale of securities within the state

State Tax Laws: State-specific tax regulations including income tax, sales tax, and other business-related taxes

State Employment Laws: State-specific regulations governing employment relationships, including minimum wage, overtime, and worker protection

Secretary of State Requirements: State-specific filing requirements, forms, and procedures for business registration and maintenance

IRS Regulations: Federal tax reporting requirements, employer identification numbers, and tax classification rules

Uniform Commercial Code: Standardized state laws governing commercial transactions, including sales, leases, and secured transactions

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation

Operating Agreement Requirements: State-specific rules regarding the content and execution of company operating agreements

State Licensing Requirements: State-specific business licensing and permit requirements based on industry and business activities

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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