What is an operating agreement?
An operating agreement is an internal document that sets out how a co-owned business is managed, including ownership percentages, decision-making, and profit-sharing, agreed between the owners.
Business & Startups
Operating agreement generator
Generate an internal operating agreement setting out ownership, management, and profit-sharing rules for a Hong Kong company or joint venture, alongside its Articles of Association.
- Create an operating agreement for a new company
Generate an operating agreement between the owners of [Company Name] — [Owner 1], [Owner 2], [Owner 3] — setting out ownership percentages, management roles, and decision-making rules, to sit alongside the company's Articles of Association under the Companies Ordinance.
- Create an operating agreement for a joint venture
Generate a joint venture operating agreement between [Party A] and [Party B] for the purpose of [Joint Venture Purpose], covering governance, funding contributions, and profit-sharing.
- Create a buy-sell / exit clause
Generate a buy-sell (exit) clause for the operating agreement of [Company Name], setting out how an owner's interest is valued and transferred if they leave, become incapacitated, or pass away.
Operating Agreement Generator (Hong Kong)
An operating agreement is an internal document that sets out how a co-owned Hong Kong business is actually run — ownership percentages, decision-making rights, management roles, and how profits and losses are shared between owners. This free Hong Kong operating agreement generator produces documents for multi-member companies, partnerships, and joint ventures, designed to work alongside the company's Articles of Association under the Companies Ordinance. It is built for founders, family businesses, and joint venture partners who need clarity on day-to-day decision-making and dispute resolution beyond what the Articles alone provide. The generator lets you specify voting thresholds, capital contributions, and exit or buyout terms tailored to your ownership structure. Use it to reduce the risk of deadlock or disputes between co-owners and to formalise how the business will actually operate in practice.
Frequently asked questions
Do Hong Kong companies need an operating agreement?
It is not a mandatory statutory document, but it is strongly recommended for any company with multiple owners, since the Articles of Association often leave day-to-day governance details unaddressed.
How is an operating agreement different from a company's Articles of Association?
The Articles of Association are a formal constitutional document governing the company under the Companies Ordinance, while an operating agreement is typically a private agreement between the owners covering practical governance and exit arrangements.
What should an operating agreement cover?
Ownership percentages, management roles, voting thresholds for major decisions, capital contributions, profit distribution, and what happens if an owner wants to leave or the business is sold.
Can an operating agreement apply to a joint venture?
Yes. Joint venture partners commonly use an operating-style agreement to govern how a shared project or entity is managed, funded, and how profits are split.
What is a buy-sell clause?
A buy-sell (or exit) clause sets out how an owner's stake is valued and transferred if they want to leave, become incapacitated, or pass away, helping avoid disputes at a difficult time.
What happens if there's a disagreement between owners and no operating agreement exists?
Disputes typically fall back on the company's Articles of Association, the Companies Ordinance, and general partnership or contract law, which may not reflect what the owners actually intended.