The Company's Articles of Association is a mandatory document required when establishing a corporation in the United States. It outlines the company's fundamental operating principles, governance structure, and relationships between stakeholders. This document must comply with both federal regulations and state-specific corporation laws, particularly in the state of incorporation. The Articles typically include provisions about share capital, voting rights, board composition, corporate meetings, and procedural matters. It serves as a crucial reference point for resolving internal disputes and guiding corporate decision-making throughout the company's lifecycle.
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1. Company Name and Type: Legal name and form of the company including any trading names
2. Registered Office: Official registered address of the company and provisions for changing it
3. Purpose: Business objectives, permitted activities, and scope of operations
4. Share Capital: Authorized share capital, classes of shares, and associated rights
5. Directors: Powers, duties, appointment, removal, meetings and decision-making processes of directors
6. Shareholders: Rights, meetings, voting procedures, and general governance matters
7. Share Transfers: Rules and procedures governing the transfer of shares
8. Corporate Records: Requirements for maintaining company books, records, and minutes
9. Dissolution: Procedures for winding up the company and distributing assets
1. Pre-emptive Rights: Rights of existing shareholders to purchase new shares before they are offered to others
2. Tag-Along Rights: Rights allowing minority shareholders to join in the sale of shares by majority shareholders
3. Drag-Along Rights: Rights allowing majority shareholders to force minority shareholders to join in the sale of shares
4. Committees: Provisions for establishing and operating board committees
5. Dividends: Specific provisions regarding dividend declaration and distribution
1. Initial Shareholders: List of founding shareholders and their initial shareholdings
2. Share Capital Structure: Detailed breakdown of share classes and associated rights
3. Initial Directors: List of first directors of the company and their details
4. Form of Share Certificate: Template for company share certificates
5. Adoption Resolution: Copy of the resolution adopting these Articles of Association
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