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Sample Operating Agreement for a Corporation

When starting a corporation, having a well-drafted operating agreement is crucial to ensure that the business is run smoothly and with legal compliance. A sample operating agreement serves as a guide to help you draft a customized and comprehensive agreement that meets your corporation’s unique needs.

The operating agreement should outline the structure, management, and ownership of the corporation, including the roles and responsibilities of its members and managers. It should also include provisions for decision-making, admission and withdrawal of members, allocation and distribution of profits and losses, and dissolution of the corporation.

Here is a sample operating agreement for a corporation:

Article I: Name and Purpose

This article should state the name of the corporation and its purpose or mission.

Article II: Members

This article should describe the requirements for becoming a member of the corporation, such as the number of members, qualifications, and restrictions on membership.

Article III: Management and Decision-Making

This article should establish how the corporation will be managed and how decisions will be made. It should outline the roles and responsibilities of the members and managers, including voting procedures, appointment and removal of managers, and the powers of the managers.

Article IV: Capital Contributions

This article should describe how much each member will contribute to the corporation and how contributions will be made. It should also include provisions for adjustments to capital contributions, such as additional contributions or the withdrawal of capital.

Article V: Profits and Losses

This article should describe how the profits and losses of the corporation will be allocated among the members. It should also include provisions for distributions of profits and losses, such as the timing and frequency of distributions.

Article VI: Transfer of Membership Interests

This article should outline the rules for transferring membership interests, such as restrictions on the transfer of membership interests and the process for approving transfers.

Article VII: Dissolution

This article should describe the process for dissolving the corporation, including the distribution of assets and liabilities.

In conclusion, a well-drafted operating agreement is essential for any corporation. While this sample operating agreement is a good starting point, it is important to tailor it to your corporation’s specific needs and consult with legal professionals to ensure compliance with state laws and regulations. With a solid operating agreement in place, your corporation will have a clear structure and legal framework to ensure its success.