OPERATING AGREEMENT FOR INTERACTIVE SHORTCUT- A MANAGER MANAGED COMPANY
- PRELIMINARY PROVISIONS
- Effective Date: – This operating Agreement for Interactive Shortcut, a subsidiary of the holding company known as Major holdings (BV) effective this ………………. Day of ………………………. 20…..is adopted by all managers and members who appear at the end of this Agreement.
- Formation: This Company was formed by filing the relevant articles of association and all other requisite documents for a BV operation in the Dutch jurisdiction. A copy of all organizational documents has been filed with the office of the ……… and may also be availed upon proof of satisfactory reason why a party requires the same.
- Name: The official name of the company shall be INTERACTIVE SHORTCUT, and its official address shall be …..
- Purpose of the business: The specific business purposes and duties contemplated by the founders of this BV at the time of signing this agreement consist of the following;
(List out the purposes of the business)
It is understood that the aforesaid statement of purposes shall not serve as an impediment on the powers or abilities of this BV, which shall be permitted to engage in any and all lawful purposes. If this BV intends to engage in business activities outside the Dutch jurisdiction and requires qualification in such other jurisdiction, this BV shall obtain such qualification before operating in such other jurisdiction.
MANAGEMENT OF INTERACTIVE SHORTCUT BV
- Interactive Shortcut shall be managed by a team of managers appointed by the founders/directors and who shall be responsible for running the company’s daily affairs.
- Interactive Shortcut shall be a subsidiary of Major Holdings BV, which shall own all the assets, shares/equities, intellectual property of the Operating Company Interactive Shortcut, and shall lease all assets from the Holding Company, Major Holdings BV.
- The managers shall also make the decisions of the company without prior democratic input from its members.
- The prerogative to appoint and remove officers from office shall lie solely with the management. Members shall not have any right to assign and remove officeholders.
- Members shall not transfer and assign their shares in the company to other persons without the express consent of the management of Interactive Shortcut BV.
DISTRIBUTION OF DIVIDENDS AND RETURN OF CAPITAL
- The company shall pay dividends to its shareholders at the agreed time non-pro rata.
- No member has any right to any return of capital or other distribution from the company.
- In the event of a charging order from a court of competent jurisdiction to seize a member’s assets, such seizure shall be limited to the paid-up shareholders’ capital in the company.
CAPITAL DISTRIBUTION CLAUSE
13.Each of the company’s directors shall make a contribution of 33% to the company and may make other such contributions as are necessary for their sole discretion for the benefit of the company. The provisions set forth in this Agreement are intended to be for the full benefit of the members. They shall not be construed as conferring any benefit upon the company’s creditor or contribution or issue any call according to this Agreement.
APPOINTMENT OF OFFICERS
- The directors of the company may, from time to time, appoint officers of the company. They shall assign in writing titles to any such person and the designated area of operation. Unless the managers decide otherwise, the assignment of such titles shall constitute the delegation of authority to such persons and duties that are customarily associated with that office. The same person may hold any number of officers. The officers shall perform the designated duties as assigned by the managers from time to time.
RESTRICTION ON TRANSFERABILITY
- The Registrable securities shall not get sold, assigned, pledged, transferred except upon the conditions et in this Agreement, which conditions are meant to ensure compliance with the provisions of this Agreement. Each of the registrable securities will be held by a holder that is registered, and such person will hold such securities subject to the specifications and conditions as set out in this Agreement.
NON-PRO RATA DISTRIBUTION
- Notwithstanding anything in this Agreement that is to the contrary, the general partners shall be expressly authorized, in its sole discretion, to cause or declare the partnership as being a non-pro rata distribution of 100% of the ownership interest that they have in the company.
NON DISTRIBUTION CLAUSE
- Trusteeship is applicable to the standards that are outlined in the instrument as to the benefits that are discretionary which the trustee in its discretion but may refuse benefits or distributions in its sole discretion. The trustee may not in any way get forced by any other person to supply or distribute the benefits that are set out in this instrument unless the trustee decided otherwise.
CONFIDENTIALITY CLAUSE
- No party shall be allowed to disclose any information connected with the performance or the preparation of this Agreement. Each party shall maintain the confidentiality of all such information without expressly obtaining the written consent of other parties. Disclosure of information is considered confidential, and where such disclosure is made, the party in breach shall be held liable for the breach.
NO RIGHT TO RETURN OF CAPITAL
- No member shall have any right as to return of capital or any other distribution except as outlined expressly provided under this Agreement. Also, none of the members of the company shall be allowed to operate an inside account.
NON-COMPETE CLAUSE
- Notwithstanding, the foregoing in this Agreement for a period of twelve months from the date of removal/resignation from the company, the persons employed as staff of the company and the general director, shall not in any way directly or indirectly engage in any capacity with a competitor of the company, its subsidiaries or affiliates. Additionally, during the restricted period, the person shall not develop competing products with its affiliates or subsidiaries.
COMPANY DISSOLUTION
- Upon dissolution of the company, its assets will be offered for sale at their Book Value, first, to the Members in proportion to their respective shares in the company, and then to the public. Shared assets shall be offered for sale to the public.
- Any intellectual property owned by the company, and proprietary information, such as customer lists and Company files and records, shall be disposed of as the managers may mutually agree.
- The continuing use of the Company name and logo shall be determined by the managers’ mutual consent.
- This Agreement may be amended only by the unanimous consent of the managers.
WITNESS the due execution of this Operating Agreement, as of the day and year first written above, by the undersigned Members, being all INTERACTIVE SHORTCUT BV.
__________________________________ ______________________________
.XXXXXXXXXXX XXXXXXXXXX
I, the undersigned, a notary public in and for the said county, in the said state, hereby certify that
…………………whose names are signed to the foregoing instrument and known to me and appeared before me in person on the stated date and has therefore acknowledged before me, being informed of the contents herein and that they voluntarily appended their signatures without any undue influence or coercion on the stated dated herein.
Given under my seal this………………………day of …………………..………………2021
………………………………………………
Notary Public
My Commission Expires on:……………………………
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