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Article Of Association Form Template for United States

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Key Requirements PROMPT example:

Article Of Association Form

"I need an Article of Association Form for a new technology startup based in Delaware with two classes of shares (common and preferred), including specific provisions for pre-emptive rights and tag-along rights for minority shareholders, to be implemented by March 2025."

Document background
The Article of Association Form is an essential incorporation document required by U.S. federal and state laws when establishing a new company. It outlines the company's internal management structure, shareholder rights, board responsibilities, and operational procedures. This document must comply with state-specific corporation laws and federal regulations, making it crucial for establishing legal corporate existence. It serves as a contract between the company and its shareholders, defining their respective rights and obligations, and provides the framework for corporate governance throughout the company's lifecycle.
Suggested Sections

1. Company Name and Details: Legal name, registered address, and business purpose

2. Share Capital: Details of authorized share capital, classes of shares, and rights attached

3. Directors and Officers: Powers, duties, appointment, and removal procedures

4. Shareholders' Rights: Voting rights, meetings, and procedures

5. Transfer of Shares: Rules and restrictions on share transfers

Optional Sections

1. Pre-emptive Rights: Provisions giving existing shareholders first right to purchase new shares - typically used for closely held companies

2. Tag-Along Rights: Minority shareholder protection provisions allowing them to join in the sale of shares on 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

Suggested Schedules

1. Initial Shareholders Schedule: List of founding shareholders and their shareholdings

2. Share Certificate Template: Standard form for share certificates

3. Board Resolution Templates: Standard forms for common board resolutions

4. Corporate Seal Specimen: Design and usage guidelines for corporate seal

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

Clauses






























Industries

Federal Securities Laws: Securities Act of 1933 and Securities Exchange Act of 1934 - fundamental laws governing securities markets, investor protection, and disclosure requirements

State Corporation Laws: State-specific legislation governing corporate formation, operation, and dissolution. Varies by state with Delaware General Corporation Law being the most influential

Model Business Corporation Act: A model law system adopted by many states that provides standardized rules for corporate governance and operations

Securities and Exchange Commission Regulations: Federal regulatory requirements including registration, reporting, and compliance standards for corporations, especially public companies

Blue Sky Laws: State-level securities regulations that govern the offering and sale of securities to protect investors from fraudulent activities

Federal Tax Regulations: Internal Revenue Code provisions governing corporate taxation, including structure choices (C-Corp, S-Corp) and related tax implications

Employment Legislation: Federal and state employment laws including Fair Labor Standards Act and Equal Employment Opportunity regulations that affect corporate operations

Corporate Governance Requirements: Legal requirements for board structure, shareholder rights, voting procedures, and corporate officer responsibilities

Sarbanes-Oxley Act: Federal law establishing enhanced standards for corporate accountability, financial disclosure, and internal controls for public companies

Industry-Specific Regulations: Sector-specific laws and regulations that may affect corporate formation and operations depending on the business nature

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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