Articles of Incorporation Stock documents are essential when establishing a new company in England and Wales, particularly one that will issue shares. These Articles serve as the company's constitution and must comply with the Companies Act 2006. They define how the company will operate, including share structures, decision-making processes, and management responsibilities. The document is crucial for both private and public companies, providing the framework for corporate governance and protecting shareholder interests. When filed with Companies House, the Articles become publicly available and form a binding contract between the company and its members.
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1. Interpretation: Definitions and interpretation of terms used throughout the Articles
2. Company Name and Type: Specification of company name, registered office and type of company
3. Share Capital: Details of share capital structure, classes of shares and their respective rights
4. Share Certificates: Provisions regarding the issuance, form and replacement of share certificates
5. Transfer of Shares: Procedures and restrictions for transferring shares between parties
6. Directors Powers and Responsibilities: Scope of directors' authority and their general duties to the company
7. Decision-making by Directors: Procedures for board meetings, voting, and written resolutions
8. Appointment and Removal of Directors: Process for appointing and removing directors, including qualification requirements
9. General Meetings: Rules for calling and conducting shareholder meetings
10. Voting Rights: Procedures for voting at general meetings and shareholder resolutions
1. Pre-emption Rights: Provisions giving existing shareholders first right to purchase new shares before they are offered to outside parties
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 shares
4. Dividend Rights: Specific provisions regarding dividend distribution and policies
5. Corporate Representatives: Provisions for corporate shareholders to appoint representatives
1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes, numbers and nominal values
2. Schedule 2: Initial Shareholders: List of founding shareholders and their initial shareholdings
3. Schedule 3: Prescribed Objects: Optional schedule detailing specific objects of the company if restricted
4. Schedule 4: Share Rights: Detailed description of rights attached to different share classes
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