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Articles Of Incorporation And Operating Agreement for the United States

Articles Of Incorporation And Operating Agreement Template for United States

The Articles of Incorporation and Operating Agreement are foundational legal documents that establish and govern a business entity in the United States. These documents outline the company's structure, management, ownership rights, and operational procedures while complying with state-specific corporation laws. They serve as both the official registration with the state and the internal governance framework for the company.

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Articles Of Incorporation And Operating Agreement

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What is a Articles Of Incorporation And Operating Agreement?

Articles of Incorporation and Operating Agreement are essential documents required when forming a business entity in the United States. These documents are filed with the state's Secretary of State office and establish the legal framework for the company's existence and operation. They include crucial information such as the company's name, purpose, ownership structure, management framework, capital contributions, and operational procedures. The documents must comply with state-specific requirements and serve as both the public record of the company's existence and the private agreement governing internal operations.

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

1. Article I - Organization: Contains company name, purpose, principal office location, registered agent details, and duration of the entity

2. Article II - Members: Details of initial members, capital contributions, and membership interests structure

3. Article III - Management: Management structure, voting rights, meeting procedures, and decision-making processes

4. Article IV - Capital Accounts: Rules for maintaining capital accounts, allocations of profits and losses, and distributions

5. Article V - Transfer Restrictions: Provisions governing transfer of membership interests, restrictions, and right of first refusal

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

1. Article VI - Special Allocations: Special tax allocations and complex profit/loss sharing arrangements, used when specific tax structures are needed

2. Article VII - Buy-Sell Provisions: Detailed procedures for buying out members, including valuation methods and payment terms

3. Article VIII - Dissolution Procedures: Specific procedures for company dissolution, liquidation, and asset distribution

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

1. Schedule A - Members and Capital Contributions: Detailed list of all members and their respective initial capital contributions

2. Schedule B - Percentage Interests: Specific allocation of ownership percentages among members

3. Appendix A - Definitions: Comprehensive list of defined terms used throughout the agreement

4. Appendix B - Tax Matters: Special tax elections, procedures, and compliance requirements

Authors

Alex Denne

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

Jurisdiction

United States

Cost

Free to use
Clauses






























Industries

Internal Revenue Code: Federal tax legislation that governs the tax treatment and classifications of business entities

Securities Acts: Securities Act of 1933 and Securities Exchange Act of 1934 - federal laws governing the issuance and trading of securities

Entity Classification Rules: Federal tax regulations regarding entity classification, including IRS Form 8832 requirements

State Corporation Laws: State-specific laws governing corporation formation and operation (e.g., Delaware General Corporation Law)

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

State Business Corporation Acts: Comprehensive state laws regulating the formation, operation, and dissolution of corporations

State Filing Requirements: State-specific requirements for business registration, including fees and documentation

State Tax Laws: State-specific tax regulations affecting business entities

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

Naming Requirements: State-specific rules governing business name selection and registration

Registered Agent Requirements: Laws requiring businesses to maintain a registered agent in the state of incorporation

Business Licensing Requirements: State and local requirements for obtaining necessary business licenses and permits

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

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities

Employment Laws: Federal and state laws governing employment relationships and worker protection

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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