Disclaimer
The information provided is intended as a general overview related to business structure agreements for small corporations. It does not constitute legal advice and should not replace consultation with a qualified attorney specializing in corporate or contract law. Laws and regulations may vary by jurisdiction, and adjustments may be necessary to ensure compliance. Use of this information is at your own risk, and we take no liability for any errors or consequences resulting from its use without professional review.
Please note: This is a sample S Corporation Operating Agreement template for illustrative purposes only. Actual terms may vary based on specific state laws and company arrangements.
Sample S Corporation Operating Agreement
Section 1: Formation and Name
This Agreement is made to establish the operations of the corporation named “XYZ S Corp,” formed under the laws of the State of Delaware, effective as of the date signed below.
Section 2: Purpose
The purpose of this corporation is to engage in lawful business activities for profit, including but not limited to consulting, services, and other activities permitted by law.
Section 3: Shareholders
The initial shareholders are John Doe and Jane Smith, each holding the specified percentage of shares as outlined in attached Schedule A.
Section 4: Management and Voting
Management shall be vested in the shareholders or designated managers. Decisions shall be made by majority vote unless otherwise specified herein.
Section 5: Capital Contributions
The shareholders agree to contribute capital as outlined in Schedule B, with additional contributions only upon unanimous consent.
Section 6: Distributions
Distributions of profits shall be made quarterly, proportionate to each shareholder’s ownership interest, subject to applicable law and sufficient retained earnings.
Section 7: Dissolution
The corporation may be dissolved upon approval by a majority of shareholders, with distribution of remaining assets according to ownership interests.
Section 8: Amendments
This Agreement may be amended only by written consent of all shareholders.
Section 9: Governing Law
This Agreement shall be governed by the laws of the State of Delaware.
Section 10: Miscellaneous
- All shareholders agree to abide by applicable federal and state laws.
- This Agreement constitutes the entire agreement among shareholders.
- Any disputes shall be resolved through arbitration or court proceedings as per applicable law.
Date: ______________________
John Doe, Shareholder
Jane Smith, Shareholder