Operating Agreement And Articles Of Incorporation for the United States

Operating Agreement And Articles Of Incorporation Template for United States

An Operating Agreement and Articles of Incorporation is a comprehensive legal document package that establishes the formation and governance structure of a business entity in the United States. It combines the state-filed Articles of Incorporation, which officially creates the corporation, with the Operating Agreement that details internal operations, management structure, and owner relationships. This document package must comply with both federal regulations and state-specific corporate laws, varying by jurisdiction.

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What is a Operating Agreement And Articles Of Incorporation?

Operating Agreements and Articles of Incorporation are fundamental documents required when establishing a formal business entity in the United States. These documents are essential for defining ownership structure, management responsibilities, and operational procedures while ensuring compliance with both federal and state regulations. The Operating Agreement And Articles Of Incorporation package is particularly crucial for businesses seeking liability protection, planning to raise capital, or requiring formal governance structures. It serves as the foundation for corporate existence and provides the framework for resolving potential future disputes.

What sections should be included in a Operating Agreement And Articles Of Incorporation?

1. Parties: Identifies all members/shareholders and their contact information

2. Background: States the purpose of forming the entity and basic intentions

3. Definitions: Defines key terms used throughout the document

4. Article I - Organization: Basic company information, name, purpose, and principal place of business

5. Article II - Members/Shareholders: Member/shareholder rights, responsibilities, and capital contributions

6. Article III - Management: Management structure, voting rights, and decision-making procedures

7. Article IV - Capital Structure: Details about shares/units, classifications, and rights

8. Article V - Distributions: Profit and loss allocation procedures

9. Article VI - Transfer Restrictions: Rules regarding transfer of ownership interests

What sections are optional to include in a Operating Agreement And Articles Of Incorporation?

1. Buy-Sell Provisions: Optional section detailing procedures for buying out members/shareholders in various scenarios such as death, disability, or voluntary withdrawal

2. Tag-Along Rights: Optional provisions protecting minority owners by allowing them to join in sale transactions on the same terms as majority owners

3. Drag-Along Rights: Optional provisions allowing majority owners to force minority owners to join in sale transactions

4. Special Purpose Provisions: Industry-specific requirements and special provisions for regulated industries or specific business purposes

What schedules should be included in a Operating Agreement And Articles Of Incorporation?

1. Schedule A - Initial Capital Contributions: Details of initial investments by each member/shareholder

2. Schedule B - Members/Shareholders List: Complete list of owners with ownership percentages

3. Schedule C - Valuation Methods: Agreed methods for company/share valuation

4. Appendix A - Form of Share/Unit Certificate: Template for ownership certificates

5. Appendix B - Board Resolution Templates: Standard forms for common board actions

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

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Internal Revenue Code: Federal tax regulations governing the tax treatment of different business structures and corporate entities

Securities Act of 1933: Federal law governing the issuance of securities and requirements for financial disclosure to investors

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing the SEC

State Corporation Laws: State-specific laws governing the formation, operation, and dissolution of corporations within each state

State Limited Liability Company Acts: State-specific legislation governing the formation and operation of LLCs

State Filing Requirements: State-specific documentation and procedural requirements for business registration and ongoing compliance

State Tax Regulations: State-specific tax laws and requirements for businesses operating within the state

Secretary of State Requirements: State-specific requirements from the Secretary of State office regarding business registration and compliance

Registered Agent Requirements: Laws requiring businesses to maintain a registered agent for service of process in their state of operation

Delaware General Corporation Law: Comprehensive body of legislation governing corporate entities in Delaware, often used as a model for other states

Model Business Corporation Act: Standard set of laws designed for state adoption regarding corporate governance and operations

Uniform Limited Liability Company Act: Model legislation providing standardized LLC laws that states can adopt or modify

Sarbanes-Oxley Act: Federal law establishing enhanced standards for corporate governance and financial disclosure for public companies

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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