Company's Articles of Association are a mandatory requirement under the Companies Act 2006 for all companies incorporated in England and Wales. They serve as the foundation document that establishes the rules for the company's internal management and administration. When incorporating a new company, founders can either adopt Model Articles provided by the Companies House or create bespoke Articles tailored to their specific needs. The Articles become legally binding once the company is registered and can only be changed by special resolution of the shareholders.
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Key Requirements PROMPT example:
Company's Articles Of Association
"I need Articles of Association for a new private technology company being incorporated in Wales, with specific provisions for protecting minority shareholders and including pre-emptive rights for existing shareholders during any future fundraising rounds."
1. Interpretation: Definitions of terms used throughout the articles
2. Objects: Company's purpose and permitted activities
3. Limited Liability: Statement of shareholders' limited liability
4. Share Capital: Structure and rights attached to shares
5. Directors: Powers, duties, and procedures for directors
6. Decision-Making by Directors: Rules for board meetings and resolutions
7. Shareholders and General Meetings: Rights and procedures for shareholder meetings
1. Share Transfer Provisions: Detailed procedures for share transfers, used in private companies
2. Pre-emption Rights: Rights of existing shareholders to purchase new shares, common in private companies
3. Drag and Tag Rights: Special provisions for share sales, used in companies with multiple shareholders
1. Schedule 1: Share Rights: Detailed rights attached to different share classes
2. Schedule 2: Matters Reserved for Shareholder Approval: List of decisions requiring shareholder consent
3. Schedule 3: Board Reserved Matters: List of decisions requiring board approval
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