Articles of Association of a Limited Liability Company are fundamental incorporation documents required when establishing a company in England and Wales. They serve as the company's constitution, defining the relationship between shareholders and directors, establishing corporate governance frameworks, and setting out operational procedures. This document must comply with the Companies Act 2006 and be filed with Companies House during incorporation. It includes essential provisions about share capital, director appointments, decision-making processes, and administrative arrangements. The articles bind the company and its members to their terms and can be modified through special resolutions.
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Key Requirements PROMPT example:
Articles Of Association Of A Limited Liability Company
"I need Articles of Association of a Limited Liability Company for a tech startup with three founding shareholders, including specific provisions for share vesting over 4 years and tag-along rights for minority shareholders, to be implemented by March 2025."
1. Interpretation: Defines key terms used throughout the articles including defined terms, construction rules and references to legislation
2. Limited Liability: States the limited liability nature of members and their liability being limited to the amount unpaid on shares
3. Directors' Powers and Responsibilities: Outlines directors' general authority, decision-making process, appointment, removal, and duties
4. Shares and Distributions: Details share structure, share rights, share certificates, share transfers, transmission of shares, and dividend procedures
5. Decision-making by Members: Procedures for general meetings, voting rights, proxies, and member resolutions
6. Administrative Arrangements: Company communications, means of communication, company seals, records, and indemnity provisions
1. Share Transfer Restrictions: Additional provisions controlling share transfers including pre-emption rights and board approval requirements
2. Tag-Along Rights: Provisions allowing minority shareholders to join in the sale of shares on the same terms as majority shareholders
3. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in the sale of the company
4. Class Rights: Specific rights and restrictions attached to different classes of shares when multiple share classes exist
1. Schedule 1: Matters Requiring Shareholder Approval: Comprehensive list of decisions and actions requiring special or ordinary shareholder approval
2. Schedule 2: Share Rights: Detailed description of rights, restrictions and obligations attached to different classes of shares
3. Schedule 3: Proxy Notice: Standard form of proxy notice for use in shareholder meetings
4. Schedule 4: Prescribed Objects: Optional schedule listing specific objects of the company if the company wishes to restrict its objects
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