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Memorandum Association And Articles Of Association for the United States

Memorandum Association And Articles Of Association Template for United States

A Memorandum and Articles of Association is a fundamental legal document that establishes the existence of a company and sets out its basic constitution under United States law. It serves as the company's founding document, defining its purpose, structure, and the rules governing its internal management. The document includes essential information about the company's name, registered office, objects, share capital structure, and the rights and obligations of shareholders and directors.

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Memorandum Association And Articles Of Association

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What is a Memorandum Association And Articles Of Association?

The Memorandum Association And Articles Of Association is required when incorporating a new company in the United States. This document serves as the company's constitution, establishing its legal existence and defining how it will operate. It contains crucial information about the company's structure, including share capital, shareholder rights, director responsibilities, and internal management procedures. The document must comply with relevant state corporation laws and federal regulations, and is typically filed with the Secretary of State in the state of incorporation.

What sections should be included in a Memorandum Association And Articles Of Association?

1. Name Clause: States the official name of the company and any restrictions on name changes

2. Registered Office Clause: Specifies the company's registered address and state of incorporation

3. Objects Clause: Details the purposes for which the company is formed and its permitted activities

4. Liability Clause: Defines the extent of members' liability and limitations thereof

5. Capital Clause: States the authorized share capital, its division, and classes of shares

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

1. Pre-emptive Rights: Optional provisions detailing rights of existing shareholders to purchase new shares before they are offered to others

2. Tag-Along Rights: Optional provisions protecting minority shareholders by giving them the right to join in the sale of majority stake

3. Drag-Along Rights: Optional provisions allowing majority shareholders to force minority shareholders to join in a company sale

4. Anti-Dilution Provisions: Optional provisions protecting shareholders from equity dilution in future funding rounds

What schedules should be included in a Memorandum Association And Articles Of Association?

1. Schedule A - Initial Subscribers: List of founding members and their initial shareholdings with complete details

2. Schedule B - Share Classes: Detailed description of different share classes, their rights, privileges, and restrictions

3. Schedule C - Board Procedures: Detailed procedures for board meetings, voting, quorum requirements, and decision-making processes

4. Schedule D - Transfer Procedures: Detailed procedures for share transfers, including right of first refusal and transfer restrictions

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

State Corporation Laws: Primary state-level legislation governing corporate formation and operations, including Delaware General Corporation Law and other state-specific corporation laws. Each state has distinct requirements for corporate formation and governance.

Securities Act of 1933: Federal law governing the initial public offering of securities and requiring registration of securities with the SEC, unless an exemption applies.

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing the SEC, including ongoing reporting requirements for public companies.

Sarbanes-Oxley Act 2002: Federal law establishing enhanced corporate governance and financial disclosure requirements for public companies, including internal control assessments and executive certification of financial statements.

Internal Revenue Code: Federal tax legislation affecting corporate structure, tax obligations, and reporting requirements for different types of business entities.

Industry-Specific Regulations: Federal and state regulations specific to particular industries that may affect corporate formation and operations, varying by business sector.

Stock Exchange Requirements: Listing requirements and corporate governance standards imposed by stock exchanges for publicly traded companies.

Employment Laws: Federal and state labor regulations affecting employee rights, benefits, and workplace conditions that must be considered in corporate governance documents.

Antitrust Laws: Federal legislation including Sherman Act and Clayton Act governing competition and preventing monopolistic practices, affecting corporate structure and operations.

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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