Articles of Association For Private Companies Limited By Shares are essential incorporation documents required when establishing a private company in the United States. They serve as the company's constitution, detailing everything from share capital structure to decision-making processes. This document becomes particularly crucial when companies seek investment, plan for expansion, or need to resolve internal disputes. It must align with both federal requirements and state-specific corporate laws, making it a vital document for corporate governance and compliance. The articles typically include provisions for share transfers, board operations, shareholder meetings, and various classes of shares.
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1. Interpretation: Definitions of terms used throughout the articles and rules for interpretation
2. Share Capital: Details of authorized share capital, classes of shares, and rights attached to different share classes
3. Share Certificates: Rules and procedures regarding the issuance, format, and replacement of share certificates
4. Transfer of Shares: Procedures and restrictions governing the transfer of shares between parties
5. General Meetings: Rules for calling, conducting, and voting at shareholder meetings
6. Directors: Powers, duties, appointment, removal, and qualification requirements for directors
7. Decision-Making by Directors: Procedures for board meetings, written resolutions, and voting mechanisms
8. Dividends and Other Distributions: Rules governing the declaration and payment of dividends and other distributions
9. Administrative Arrangements: General provisions regarding company administration, records, and communications
1. Pre-emption Rights: Rights of existing shareholders to purchase new shares before they are offered to third parties
2. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares by majority shareholders
3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale of the company
4. Share Capital Maintenance: Additional provisions regarding share capital increases, reductions, and restructuring
5. Alternate Directors: Provisions for the appointment and powers of alternate directors
1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes, rights, and initial allocation
2. Schedule 2: Initial Shareholders: List of founding shareholders and their respective shareholdings
3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous consent
4. Schedule 4: Form of Share Certificate: Template and requirements for share certificates
5. Schedule 5: Proxy Form: Standard form for appointing proxies for general meetings
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