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Holding Company Operating Agreement Template for Australia

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Key Requirements PROMPT example:

Holding Company Operating Agreement

"Need a Holding Company Operating Agreement for a new Australian technology group structure being established in March 2025, with provisions for managing multiple software development subsidiaries and protecting intellectual property across the group."

Document background
The Holding Company Operating Agreement serves as the fundamental governance document for corporate groups operating under a holding company structure in Australia. This agreement is essential when establishing or formalizing the relationship between a parent company and its subsidiaries, typically implemented during corporate restructuring, group formation, or governance updates. The document addresses key aspects required under Australian corporate law, including compliance with the Corporations Act 2001 and relevant regulatory requirements. It encompasses crucial elements such as corporate governance, financial controls, reporting structures, risk management, and subsidiary oversight. The agreement is particularly important for businesses seeking to establish clear lines of authority, standardize group operations, and ensure effective control mechanisms across their corporate structure.
Suggested Sections

1. Parties: Identifies the holding company, its shareholders, and other key stakeholders who are parties to the agreement

2. Background: Sets out the context and purpose of the agreement, including the holding company structure and general objectives

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Corporate Structure: Details the organizational structure, including relationship between holding company and subsidiaries

5. Share Capital and Shareholders: Specifies share classes, rights, and obligations of shareholders

6. Management and Governance: Establishes management structure, board composition, and decision-making processes

7. Powers and Duties: Outlines powers and responsibilities of the holding company, board, and key officers

8. Financial Management: Sets out financial procedures, reporting requirements, and treasury management

9. Subsidiary Governance: Establishes framework for oversight and control of subsidiary companies

10. Reserved Matters: Lists decisions requiring special approval processes or shareholder consent

11. Reporting and Compliance: Details reporting obligations and compliance requirements

12. Dispute Resolution: Establishes procedures for resolving disputes between parties

13. General Provisions: Contains standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Inter-company Transactions: Regulates transactions between the holding company and its subsidiaries - include when there are significant inter-company dealings

2. Intellectual Property Rights: Manages IP ownership and licensing between group companies - include when IP is a significant asset

3. Group Financing: Establishes framework for intra-group financing - include when internal financing is contemplated

4. Foreign Operations: Addresses international subsidiary management - include for multinational operations

5. Employee Matters: Covers shared employment policies and transfers - include when employees move between group companies

6. Tax Planning: Details group tax strategy and management - include for complex tax structures

7. Exit Mechanisms: Procedures for disposal of subsidiaries or group restructuring - include when future exits are contemplated

Suggested Schedules

1. Schedule 1 - Subsidiary List: Complete list of subsidiary companies and ownership structure

2. Schedule 2 - Reserved Matters: Detailed list of matters requiring special approval

3. Schedule 3 - Governance Procedures: Detailed procedures for board and shareholder meetings

4. Schedule 4 - Reporting Requirements: Specific reporting templates and timeframes

5. Schedule 5 - Group Policies: Key operational and compliance policies

6. Appendix A - Corporate Structure Chart: Visual representation of the group structure

7. Appendix B - Delegation of Authority: Detailed authority limits and approval matrices

8. Appendix C - Forms and Templates: Standard forms for group-wide use

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

















































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Relevant Industries

Financial Services

Investment Management

Real Estate

Manufacturing

Retail

Mining and Resources

Technology

Healthcare

Professional Services

Infrastructure

Agriculture

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Governance

Risk Management

Compliance

Treasury

Corporate Development

Board Secretariat

Internal Audit

Strategy

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Company Secretary

General Counsel

Corporate Governance Manager

Group Financial Controller

Head of Legal

Board Director

Managing Director

Chief Risk Officer

Group Compliance Manager

Corporate Development Director

Treasury Manager

Investment Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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