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.
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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
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
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
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