Operating Agreement Articles Of Incorporation for the United States

Operating Agreement Articles Of Incorporation Template for United States

An Operating Agreement Articles of Incorporation is a fundamental legal document that establishes the formation, structure, and governance of a business entity in the United States. This document combines elements of both operating agreements and articles of incorporation, typically used when forming hybrid entities or when requiring comprehensive documentation of both operational and formation aspects. It outlines ownership structure, management responsibilities, capital contributions, and operational procedures while satisfying state-specific incorporation requirements.

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What is a Operating Agreement Articles Of Incorporation?

Operating Agreement Articles of Incorporation serve as the foundational document for businesses seeking to establish their legal structure and operational framework in the United States. This document is particularly crucial when forming new business entities that require both statutory compliance for incorporation and detailed operational guidelines. It combines the statutory requirements of Articles of Incorporation with the practical governance provisions typically found in Operating Agreements. Used primarily during business formation, this document establishes the company's existence, defines its purpose, outlines management structure, and sets forth the rights and responsibilities of all parties involved.

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

1. Article I - Organization: Name, purpose, principal office, registered agent, and duration of the company

2. Article II - Members: Member information, rights, responsibilities, and voting powers

3. Article III - Management: Management structure, officers, and their duties

4. Article IV - Capital Contributions: Initial contributions, additional capital requirements

5. Article V - Allocations and Distributions: Profit/loss allocation and distribution procedures

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

1. Article VI - Transfer Restrictions: Rules regarding transfer of ownership interests - include when transfer restrictions are desired

2. Article VII - Dissolution: Procedures for company dissolution - include when specific dissolution terms are needed

3. Article VIII - Indemnification: Indemnification provisions for officers/members - include when additional liability protection is desired

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

1. Schedule A - Member Information: Detailed list of members and their ownership interests

2. Schedule B - Capital Contributions: Detailed breakdown of initial capital contributions

3. Schedule C - Special Allocations: Any special allocation provisions or agreements

4. Exhibit A - Definitions: Detailed definitions of terms used in the agreement

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 entity classification, tax treatment, and reporting requirements for business entities

Securities Act of 1933: Federal law governing the issuance of securities and registration requirements for companies planning to issue securities

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 LLC Acts: State-specific legislation governing the formation and operation of Limited Liability Companies

Blue Sky Laws: State-level securities laws regulating the offering and sale of securities to protect investors from fraudulent activities

State Tax Laws: State-specific tax regulations governing business taxation at the state level

State Business and Professions Code: State regulations governing business practices and professional licensing requirements

Uniform Commercial Code: Standardized set of business laws regulating commercial transactions across all states

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

Sarbanes-Oxley Act: Federal law establishing enhanced standards for public company boards, management, and accounting firms

FTC Regulations: Federal Trade Commission regulations governing business practices, consumer protection, and competition

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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