The Owner Agreement Contract serves as a foundational document for businesses with multiple owners operating in the United States. This agreement is essential when establishing new business relationships, restructuring ownership, or formalizing existing arrangements. It addresses critical aspects such as capital contributions, profit distribution, decision-making authority, and exit strategies. The document must comply with both federal regulations and state-specific laws, particularly in areas of securities, corporate governance, and contractual obligations. Owner Agreement Contracts are particularly crucial for startups, family businesses, and professional practices where clear ownership structure and management rights need to be defined.
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1. Parties: Identifies all owners/parties to the agreement with their full legal names and addresses
2. Background/Recitals: States the purpose and context of the agreement and the parties' intent
3. Definitions: Defines key terms used throughout the agreement
4. Ownership Interests: Details the ownership structure, percentages, and classes of ownership
5. Capital Contributions: Specifies initial and additional capital contribution requirements
6. Management and Voting: Outlines management structure and voting rights
7. Profit and Loss Allocation: Details how profits and losses will be distributed
8. Transfer Restrictions: Sets forth restrictions on transferring ownership interests
9. Termination: Specifies conditions for termination of the agreement
1. Tag-Along Rights: Minority owner protection allowing them to join in sale of majority interests
2. Drag-Along Rights: Majority owner right to force minority owners to join in sale
3. Non-Compete: Restrictions on competitive activities by owners
4. Right of First Refusal: Existing owners' right to purchase shares before third parties
1. Schedule A - Current Ownership Table: Detailed breakdown of current ownership percentages and classes
2. Schedule B - Initial Capital Contributions: List of initial capital contributions by each owner
3. Schedule C - Valuation Methodology: Agreed method for valuing ownership interests
4. Appendix A - Company Information: Key company details including registration information
5. Appendix B - Management Structure: Detailed organizational chart and management responsibilities
Relevant legal definitions
Clauses
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