S Corp Operating Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

S CORPORATION OPERATING AGREEMENT

This Operating Agreement (the 'Agreement') of {{company_name}}, a corporation organized under the laws of {{jurisdiction}} (the 'Company'), is made and entered into as of {{effective_date}}, by and among the undersigned shareholders (collectively, the 'Shareholders' and individually, a 'Shareholder').

WHEREAS, the Shareholders desire to enter into this Agreement to govern the affairs of the Company, the conduct of its business, and the rights, powers, duties, and obligations of the Shareholders.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Formation of Company

1.1. Name: The name of the Company is {{company_name}}.

1.2. Purpose: The purpose of the Company is to engage in {{business_purpose}} and any other lawful business activities as may be determined by the Shareholders from time to time.

1.3. Registered Office and Agent: The registered office of the Company shall be at {{registered_office_address}} and its registered agent shall be {{registered_agent_name}}.

2. Capital Contributions and Ownership

2.1. Capital Contributions: Each Shareholder shall contribute capital to the Company as set forth in Schedule A attached hereto. All capital contributions shall be in {{currency}}.

2.2. Ownership Interests: The ownership interest of each Shareholder in the Company shall be represented by shares as set forth in Schedule A. The Company intends to elect or has elected to be taxed as an S corporation under the relevant tax laws of {{jurisdiction}}.

2.3. Additional Contributions: No Shareholder shall be required to make any additional capital contributions to the Company without the express written consent of all Shareholders.

3. Management and Voting

3.1. Management: The business and affairs of the Company shall be managed by a Board of Directors, consisting of {{number_of_directors}} directors. The initial directors shall be: {{director_names}}.

3.2. Voting Rights: Each share shall entitle the holder thereof to one vote on all matters submitted to a vote of the Shareholders. Decisions requiring Shareholder approval shall be made by {{voting_threshold}} of the voting shares, unless otherwise specified herein or by law.

3.3. Meetings of Shareholders: Meetings of Shareholders shall be held at least annually, or more frequently as required. Notice of all meetings shall be given to Shareholders at least {{notice_period}} days prior to the meeting date.

4. Distributions

4.1. Discretionary Distributions: Distributions of profits and assets of the Company shall be made at the discretion of the Board of Directors, subject to the availability of funds and the financial condition of the Company.

4.2. Tax Distributions: The Company intends to make periodic distributions to Shareholders to cover their estimated tax liabilities arising from their ownership interest in the Company. Such distributions shall be made in proportion to their ownership interests.

5. Transfer of Shares

5.1. Restrictions on Transfer: No Shareholder shall transfer, assign, pledge, or otherwise dispose of any shares of the Company without the prior written consent of all other Shareholders, except as permitted under this Agreement.

5.2. Right of First Refusal: In the event a Shareholder desires to sell their shares, they shall first offer such shares to the Company and then pro rata to the other Shareholders at the same price and on the same terms and conditions offered to a third party.

6. Dissolution of Company

6.1. Events of Dissolution: The Company shall be dissolved upon the occurrence of any of the following events: (a) the unanimous written consent of all Shareholders; (b) the sale of all or substantially all of the assets of the Company; or (c) as otherwise required by law.

6.2. Liquidation: Upon dissolution, the Company shall immediately commence winding up its affairs, and the assets shall be distributed in the following order: (a) to creditors of the Company; (b) to Shareholders in repayment of any outstanding loans; and (c) to Shareholders in proportion to their ownership interests.

7. General Provisions

7.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

7.2. Entire Agreement: This Agreement constitutes the entire agreement among the Shareholders with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral.

7.3. Amendments: This Agreement may be amended only by a written instrument executed by all of the Shareholders.

7.4. Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by reputable courier service, or sent by email to the addresses set forth in Schedule A.

SIGNATURES

IN WITNESS WHEREOF, the undersigned Shareholders have executed this S Corporation Operating Agreement as of the date first written above.

SHAREHOLDER 1:

_____________________________

Name: {{shareholder_1_name}}

Date: {{shareholder_1_date}}

SHAREHOLDER 2:

_____________________________

Name: {{shareholder_2_name}}

Date: {{shareholder_2_date}}

(Add additional shareholder signature blocks as needed)

SCHEDULE A: CAPITAL CONTRIBUTIONS AND OWNERSHIP INTERESTS

Shareholder Name | Capital Contribution ({{currency}}) | Number of Shares | Percentage Ownership

-----------------|-----------------------------------|------------------|--------------------

{{shareholder_1_name}} | {{shareholder_1_contribution}} | {{shareholder_1_shares}} | {{shareholder_1_percentage}}

{{shareholder_2_name}} | {{shareholder_2_contribution}} | {{shareholder_2_shares}} | {{shareholder_2_percentage}}

(Add additional shareholder details as needed)

SCHEDULE B: REGISTERED OFFICE AND AGENT DECLARATION

I, {{registered_agent_name}}, hereby consent to act as the registered agent for {{company_name}} at the registered office address of {{registered_office_address}}.

_____________________________

Signature of Registered Agent

Date: {{registered_agent_date}}