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Companies Memorandum Of Association for the United States

Companies Memorandum Of Association Template for United States

A Memorandum of Association in the United States context is a foundational document that establishes the existence of a corporation and outlines its basic structure and purpose. While more commonly known as Articles of Incorporation in the US, this document sets forth the company's name, purpose, structure, and basic rights and obligations of shareholders. It must comply with state-specific corporation laws and is filed with the Secretary of State in the relevant jurisdiction.

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Companies Memorandum Of Association

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What is a Companies Memorandum Of Association?

The Companies Memorandum of Association serves as the primary incorporation document in the United States, though it's typically called Articles of Incorporation. It's required when establishing a new corporation and must be filed with the relevant state authority. The document outlines fundamental aspects of the company including its name, purpose, share structure, and basic operational framework. It forms part of the company's constitution and, together with the bylaws, governs the company's internal affairs and its relationship with shareholders. The content and format must comply with specific state corporation laws where the company is being incorporated.

What sections should be included in a Companies Memorandum Of Association?

1. Article I - Name and Purpose: States the company's legal name and primary business purposes

2. Article II - Registered Office and Agent: Specifies the company's official address and registered agent

3. Article III - Capital Structure: Details authorized shares, classes of stock, and par value

4. Article IV - Incorporators: Names and addresses of company founders

5. Article V - Duration: States duration of company existence (usually perpetual)

What sections are optional to include in a Companies Memorandum Of Association?

1. Article VI - Directors: Initial board structure and governance - include when establishing initial board structure at incorporation

2. Article VII - Preemptive Rights: Shareholders' rights to purchase new stock issuances - include when granting special rights to existing shareholders

3. Article VIII - Liability Limitations: Limitations on director/officer liability - include when providing additional protection to officers/directors

What schedules should be included in a Companies Memorandum Of Association?

1. Schedule A - Share Capital Details: Detailed breakdown of share classes and rights

2. Schedule B - Initial Shareholders: List of initial shareholders and their holdings

3. Schedule C - Special Rights and Restrictions: Detailed terms of any special share classes or rights

4. Appendix 1 - Form of Share Certificate: Template for company share certificates

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Cost

Free to use
Clauses




























Industries

Securities Act of 1933: Federal law that regulates the offering and sale of securities, requiring registration and disclosure of financial information

Securities Exchange Act of 1934: Federal law governing secondary market trading of securities and establishing the SEC

Internal Revenue Code: Federal tax legislation that impacts company structure, taxation, and reporting requirements

Delaware General Corporation Law: Comprehensive state law governing corporate formation and operations in Delaware, often used as a model jurisdiction

State Corporation Laws: State-specific laws governing formation, operation, and dissolution of corporations within each state

Blue Sky Laws: State-level securities laws regulating the offering and sale of securities within each state

State Tax Laws: State-specific tax regulations affecting corporate taxation and reporting requirements

State Business and Professions Code: State regulations governing business practices and professional licensing requirements

SEC Regulations: Federal regulatory framework for securities offerings and corporate compliance

State Secretary of State Requirements: State-specific filing and reporting requirements for corporate formation and maintenance

State Corporation Commission Rules: Regulatory requirements set by state agencies overseeing corporate operations

Model Business Corporation Act: Standard set of laws serving as a template for state corporation laws, developed by the American Bar Association

Sarbanes-Oxley Act: Federal law establishing enhanced corporate governance and financial disclosure standards for public companies

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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