Operating Agreement Template C Corp

OPERATING AGREEMENT (C CORPORATION)

Document ID: CORP-OA-[YYYYMMDD]-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: [State of Incorporation]

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STATUTORY & LEGAL COMPLIANCE NOTICE

DISCLAIMER: This document is intended as a template for a C Corporation. Laws governing corporate governance vary significantly by jurisdiction (e.g., Delaware General Corporation Law vs. California Corporations Code). This document does not constitute specific legal advice. Parties should conduct due diligence and retain local counsel to ensure compliance with specific state statutes, tax codes, and regulatory requirements applicable to their business model.

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1. PARTIES AND RECITALS

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date], by and between:

[Company Full Legal Name], a corporation organized and existing under the laws of [State of Incorporation], with its principal office located at [Principal Address] (the "Corporation"), and [Shareholder/Director Full Legal Name], with a principal address at [Principal Address] (the "Counterparty").

WHEREAS, the Corporation desires to formalize its internal governance, management structure, and shareholder rights; and WHEREAS, the Counterparty agrees to be bound by the terms, conditions, and obligations set forth herein.

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2. CORPORATE GOVERNANCE AND MANAGEMENT

2.1 Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors shall be determined by resolution of the shareholders. 2.2 Officers. The officers of the Corporation shall include a President, a Secretary, and a Treasurer, and such other officers as the Board may determine. 2.3 Meetings. Annual meetings of shareholders shall be held at such time and place as fixed by the Board. Special meetings may be called by the President or by holders of at least [Percentage]% of the outstanding voting shares.

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3. CAPITALIZATION AND SHARES

3.1 Authorized Shares. The total number of shares of stock which the Corporation is authorized to issue is [Total Number of Shares] shares, consisting of [Number] shares of Common Stock, $[Par Value] par value per share. 3.2 Issuance. Shares shall be issued upon receipt of such consideration as determined by the Board, not less than the par value thereof. 3.3 Certificates. Shares shall be represented by certificates or shall be uncertificated in accordance with the laws of the Governing Jurisdiction.

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4. INTELLECTUAL PROPERTY AND ASSIGNMENT

All intellectual property, inventions, designs, and work product developed by any employee or contractor for the Corporation ("Work Product") shall be deemed "Work Made for Hire." The individual hereby irrevocably assigns to the Corporation all right, title, and interest in and to all such Work Product, including all global patents, copyrights, and trade secret rights.

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5. CONFIDENTIALITY

The parties agree that all non-public, proprietary information shared between them ("Confidential Information") shall be held in strict confidence. The receiving party shall not disclose or use such information for any purpose outside the scope of this Agreement, except as required by law or judicial process, provided that the disclosing party is given prompt notice to seek a protective order.

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6. LIMITATION OF LIABILITY AND INDEMNIFICATION

6.1 Limitation of Liability. To the maximum extent permitted by the laws of [State of Incorporation], no director or officer shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty. 6.2 Indemnification. The Corporation shall indemnify, to the fullest extent authorized by law, any person made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that they are or were a director or officer of the Corporation.

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7. DISPUTE RESOLUTION AND GOVERNING LAW

7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State of Incorporation] without regard to its conflict of law principles. 7.2 Arbitration. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

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8. MISCELLANEOUS

8.1 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 8.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, whether written or oral. 8.3 Amendments. This Agreement may only be amended by a written instrument signed by the authorized representatives of the parties.

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9. EXECUTION

FOR [COMPANY NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [COUNTERPARTY NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Customization: Open this document in a word processor. Perform a "Find and Replace" for all bracketed terms (e.g., [Company Name]) with the specific details of your entity.
2. Review: Ensure the "Authorized Shares" (Section 3.1) matches the figures filed in your Articles of Incorporation/Certificate of Formation.
3. Internal Approval: Pass a Board Resolution or Written Consent authorizing the execution of this Operating Agreement.
4. Signatory Verification: Ensure the individuals signing have documented authority (e.g., Board Resolution or Bylaws) to bind the Corporation.
5. Execution:
   • Print two hard copies or upload the file to a secure digital signature platform (e.g., DocuSign, Adobe Sign).
   • Ensure all signers date their signatures.
6. Record Retention:
   • Keep the original signed hard copy in the Corporation’s "Minute Book."
   • Distribute one fully executed digital PDF copy to each party.
   • Do not file this agreement with the Secretary of State unless specifically required by the Governing Jurisdiction's statutes (generally, internal corporate agreements are kept private).