State Articles of Incorporation are essential documents required when establishing a new company in England and Wales. They serve as the foundation for corporate governance, detailing how the company will be run, managed, and owned. This document is mandatory under the Companies Act 2006 and must be filed with Companies House during the incorporation process. It includes crucial information about share structure, director powers, shareholder rights, and decision-making procedures. The articles become legally binding upon registration and can only be changed through special resolution.
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1. Company Name: Legal name of the company being incorporated
2. Registered Office: Official address for service of documents
3. Object Clause: Purpose and permitted activities of the company
4. Share Capital: Details of authorized share capital and share classes
5. Directors' Powers: Scope and limitations of directors' authority
6. Shareholders' Rights: Voting rights and other shareholder entitlements
1. Pre-emption Rights: Used when existing shareholders should have first right to purchase new shares
2. Tag-Along Rights: Used for minority shareholder protection in sale situations
3. Drag-Along Rights: Used to force minority shareholders to join in sale of company
1. Initial Shareholders: List of founding shareholders and their shareholdings
2. First Directors: Details of initial board members
3. Share Classes: Detailed rights attached to different share classes if applicable
4. Prescribed Forms: Standard forms for share transfers and other corporate actions
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