WHEN YOU FORM YOUR COMPANY
OR TRUST ONLINE AT AMERILAWYER.COM,

PAYMENT IS NOT REQUIRED

AGREEMENT TO FORM A CORPORATION

A well-drafted Operating Agreement will:

  • Provide a frame work for the settlement of disputes between members.
  • Prevent a member from selling his interest to a third party without first offering it to existing members.
  • Provide a framework for the purchase of membership interests by the remaining members in the event a member dies or becomes legally incompetent.
  • Prevent a member from competing against the company both now when he is a member and for two years after leaving the company.
  • Require members to maintain the confidentiality of all customer names and other company records.
  • Prevent a member from impairing the goodwill of the company.
  • Prevent a member from soliciting customers away from the company.
  • Provide for the indemnification of the members and officers of the company.

GET A QUOTE FOR YOUR AGREEMENT HERE

Provision Information & Benefits:
The following information and benefits is what distinguishes us from other online providers.


Certificate

Bona Fide Offer
- Outside party's written offer to purchase with specific terms set forth.
FMV - The appraised or unanimously agreed upon value of the equity interest.
Transfer - Any sale, devise, assignment, transfer, pledge, gift, encumbrance or other disposition of any portion of a member's equity interest.
Transferor - The member who wishes to transfer.
Equity Ownership - Member's proportionate share of ownershi
p.

Restrictions on Transfer
Member may not transfer any part of his equity interest without getting unanimous approval of other Members.

Rights of First Refusal
Option given to Company. Member wishing to sell or transfer any part of his equity interest must first offer such interest to the Company and other Members. The Company has the option to purchase the interest from the Member at a fair market value if there is no outside third party's written offer to purchase. If paying fair market, Company must pay at least 25% in cash and may purchase balance of interest pursuant to a promissory note. Company does not have to exercise this option.


Buy/Sell Provisions
Company given option to purchase, at fair market value, a member's interest who has died or been declared legally incompetent. Company must notify guardian or personal representative. Company must pay at least 25% in cash and may purchase balance of interest pursuant to a promissory note. Company may use proceeds of an insurance policy to pay for up to 75% of member's interest.


Meetings
Members agree to at least one annual meeting to elect officers. Special Meetings may be called upon by either the Operating Manager or any two members. Written notice must be given at least three days prior to any meeting. (Quorom = Majority of equity interest represented at meeting, but any member may demand straight equity vote.) Members must attend meetings. (However, proxy voting is allowed.) Company has option to purchase interest of a member who misses three or more consecutive meetings. Written notice to member required.


Distributions
Describes how profits will be distributed. Assuming profits are generated and no losses are projecte projected, each member will receive a cash distribution at least equal to his pro rata share of 50% of profits for preceding quarter.


Indemnification
Each member agrees that he will hold harmless and indemnify the Company and other members from all costs and expenses associated with defending any action resulting from his violation of the Agreement


Certificate Restriction
All certificates of interest shall be endorsed with a statement indicated the certificates are subject to this Operating Agreement.


Control
Members agree to vote their respective shares to elect executive officers for the Company. (Operating Manager, Vice Operating Manager, Secretary and Treasurer). The Operating Manager is the chief executive officer and is responsible for the overall operation and supervision of the business and must, when present, attend all meetings. The Operating Manager may sign contracts on behalf of the Company, unless specifically delegated to someone else by members.


Outstanding Equity Interest
Defines the Company's outstanding total capital or equity interest and how such interest is divided among the members. Additional equity interest in the Company must be authorized by unanimous vote of membership.


Banking Power
Describes who can make disbursements from Company bank account and what additional signatures are necessary.


Termination
The Operating Agreement terminates if: the Company ceases business; or declares bankruptcy, receivership, or it dissolves; or all the members voluntarily agree to terminate it.


Fiscal Matters
Fiscal year begins January 1 and ends December 31, unless otherwise determined by resolution of Members.


Loans
All loans must be authorized by resolution of Members.


Restrictive Covenants
Such restrictive covenants offer the Company statutory remedies for violation and often prevent a Member from unfairly competing against it or disclosing its confidential business information. As always, ensure any such restrictive covenant is within statutory parameters.


Mediation and Arbitration
Mediation and Arbitration should always specify a location in Client's jurisdiction (preferably, in the same county where they run their business). Mediation is a non-binding way to settle the dispute quickly and amicably. If unable to settle in mediation, arbitration is first option available. Arbitration is the preferred alternative to litigation because of speed, cost, and ability to maintain low profile (no info is publicly available).


Governing Law
Always stipulate that the contract will be governed under whatever law the Client ordinarily conducts business. Always make sure that venue and jurisdiction are as convenient to client as possible.


No Modification or Waiver

No modifications except those specifically agreed upon by the parties in writing. Any waiver of a term or provision will not act as a waiver of any other provision.

Notices

Notices should always list the current and best addresses where each party may contact the other for whatever reason.

GET A QUOTE FOR YOUR AGREEMENT HERE


Real Lawyers. Real People.
Spiegel & Utrera, P.A. : Affordable Agreements. Custom-Fit Contracts.

Why do I need a Legal Contract or Agreement?

Our Office

Miami

1840 Coral Way
4th Floor
Miami, FL 33145
Toll Free: (800) 603 - 3900
(305) 854-6000
Fax: (305) 857-3700
Natalia Utrera, Esq.,
Managing Attorney

New York City

1 Maiden Lane
5th Floor
New York, NY 10038
Toll Free: (800) 576-1100
(212) 962-1000
Fax: (212) 964-5600
Nicolas Spigner, Esq.
Managing Attorney

Clifton, NJ

642 Broad St., Suite 1B
Clifton, NJ 07013
Toll Free: (888) 336-8400
(973) 473-2000
Fax: (973) 778-2900
Sandy A. Adelstein
Managing Attorney

Los Angeles

8939 S Sepulveda Blvd.
Suite 400
Los Angeles, CA 90045
Toll Free: (888) 520-7800
(310) 258-9700
Fax: (310) 258-9400
Nicolas Spigner, Esq.
Managing Attorney

Delaware

9 East Loockerman Street
Suite 202
Dover, DE 19901
Toll Free: (888) 641-3800
(302) 744-9800
Fax: (302) 674-2100
Courtney Riordan, Esq.
Managing Attorney

Las Vegas

2545 Chandler Avenue
Suite 4
Las Vegas, NV 89120
Toll Free: (888) 530 4500
(702) 364 2200
Fax: (702) 458 2100
Joel S. Beck, Esq.
Managing Attorney

Chicago

Continental Office Plaza, Suite L12
2340 Des Plaines River Road
Des Plaines, IL 60018
Toll Free: (888) 514-9800
(312) 443-1500
Fax: (312) 443-8900
Michael C. Welchko, Esq.
Managing Attorney

General Counsel Club®

Unlimited Legal & Business Advice
LEARN MORE!
Toll Free: 1 (800) 734 - 9900
Fax: 1 (800) 520 - 7800
ClubAssist@AmeriLawyer.com
Natalia Utrera, Esq.,
Managing Attorney

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STARTING A BUSINESS

There are many benefits to starting a business and incorporating. Some of the benefits of starting a business include protection of your personal assets, ease of raising capital, gain anonymity, available tax benefits and more!

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