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Articles Of Association And Shareholders Agreement Template for United States

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Key Requirements PROMPT example:

Articles Of Association And Shareholders Agreement

"I need Articles of Association and Shareholders Agreement for a new technology startup being incorporated in Delaware in January 2025, with three founding shareholders and two venture capital investors, including specific provisions for future funding rounds and anti-dilution protection."

What is a Articles Of Association And Shareholders Agreement?

Articles of Association and Shareholders Agreement is a fundamental document required when establishing a company in the United States or reorganizing existing shareholder relationships. This combined document serves dual purposes: the Articles portion establishes the company's basic constitution and operational framework, while the Shareholders Agreement section defines detailed rights and obligations between shareholders. It's typically used during company formation, when bringing in new investors, or when restructuring ownership. The document must comply with both federal and state-specific corporate laws, particularly in Delaware where many U.S. companies incorporate. It covers essential aspects such as share classes, voting rights, board composition, share transfer restrictions, and exit provisions.

What sections should be included in a Articles Of Association And Shareholders Agreement?

1. Parties: Identification of the company and all shareholders

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the document

4. Company Name and Registered Office: Official company details and location

5. Share Capital Structure: Details of authorized and issued shares

6. Shareholders' Rights and Obligations: Core rights and responsibilities of shareholders

7. Board Structure and Governance: Composition and operation of the board

8. Transfer of Shares: Rules governing share transfers

What sections are optional to include in a Articles Of Association And Shareholders Agreement?

1. Tag-Along Rights: Minority shareholder protection provisions when majority shareholders sell their shares

2. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in the sale of the company

3. Anti-Dilution Provisions: Provisions protecting existing shareholders from dilution in future funding rounds

What schedules should be included in a Articles Of Association And Shareholders Agreement?

1. Schedule 1: Shareholder Details: List of all shareholders and their shareholdings

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes and rights

3. Schedule 3: Reserved Matters: List of decisions requiring special majority approval

4. Appendix A: Share Transfer Form: Standard form for share transfers

5. Appendix B: Board Resolution Templates: Standard templates for common board resolutions

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

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Industries

Securities Act of 1933: Federal law that regulates the offering and sale of securities, requiring registration and disclosure of financial information to protect investors

Securities Exchange Act of 1934: Federal law governing secondary market trading of securities, establishing the SEC and requiring ongoing reporting for public companies

Sarbanes-Oxley Act 2002: Federal law enhancing corporate responsibility, financial disclosures, and combating corporate accounting fraud

Internal Revenue Code: Federal tax legislation affecting corporate structure, distributions, and shareholder taxation

Delaware General Corporation Law: Comprehensive state law governing corporation formation and operation in Delaware, often used as a model jurisdiction

State Corporation Laws: State-specific laws governing formation, operation, and dissolution of corporations within each state

Blue Sky Laws: State-level securities laws regulating the offering and sale of securities to protect investors from fraudulent activities

State Business Corporation Acts: State-specific legislative frameworks providing rules for corporate governance and operations

SEC Regulations: Rules and regulations implemented by the Securities and Exchange Commission governing securities markets and public companies

Stock Exchange Rules: Listing requirements and ongoing compliance rules for companies listed on stock exchanges

FINRA Regulations: Rules governing broker-dealers and securities firms to protect market integrity and investors

Model Business Corporation Act: Standardized set of laws serving as a template for state corporation laws, created by the American Bar Association

Antitrust Laws: Federal and state laws preventing anticompetitive business practices and monopolies

Employment Laws: Federal and state regulations governing employer-employee relationships and workplace standards

Investment Company Act: Federal law regulating investment companies and mutual funds, including registration and disclosure requirements

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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