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Articles Of Association For Private Companies Limited By Shares
I need Articles of Association for a Private Company Limited by Shares for a Canadian technology startup that will be incorporating in March 2025, with provisions for multiple share classes including preferred shares for investors and a specific class for employee stock options.
1. Interpretation: Definitions of terms used throughout the articles and rules for interpreting the document
2. Share Capital: Details of authorized share capital, classes of shares, and rights attached to different share classes
3. Share Certificates: Provisions regarding the issuance, form, and replacement of share certificates
4. Transfer of Shares: Rules and restrictions governing the transfer of shares, including right of first refusal
5. Transmission of Shares: Provisions for transmission of shares in case of death, bankruptcy, or incapacity
6. Alteration of Share Capital: Procedures for changing share capital, including subdivision, consolidation, or cancellation
7. General Meetings: Rules for calling and conducting shareholder meetings, including notice requirements and proceedings
8. Voting Rights: Provisions regarding voting procedures, proxies, and poll requirements
9. Directors: Appointment, removal, powers, and duties of directors
10. Directors' Meetings: Procedures for board meetings, including notice, quorum, and voting
11. Officers: Appointment and duties of corporate officers
12. Indemnification: Provisions for indemnifying directors and officers
13. Dividends and Reserves: Rules governing declaration of dividends and establishment of reserves
14. Books and Records: Requirements for maintaining corporate records and accounts
15. Notices: Rules for giving notices to shareholders, directors, and officers
1. Pre-emptive Rights: Detailed provisions for shareholders' rights to purchase new share issues, used when stronger protection against dilution is desired
2. Tag-Along Rights: Provisions allowing minority shareholders to join in sale of shares by majority shareholders, used for minority shareholder protection
3. Drag-Along Rights: Provisions requiring minority shareholders to join in sale of shares, used when facilitating potential future sale is important
4. Share Buy-Back: Detailed procedures for company repurchase of shares, used when share liquidity is a concern
5. Conflict Resolution: Specific procedures for resolving shareholder or director disputes, used when standard litigation alternatives are not preferred
6. Electronic Meetings: Provisions for conducting virtual shareholder and board meetings, important for companies with dispersed stakeholders
7. Different Classes of Directors: Provisions for different categories of directors with varying rights, used in joint ventures or when specific expertise representation is needed
1. Schedule A - Share Capital Structure: Detailed description of share classes, rights, and restrictions
2. Schedule B - Share Transfer Form: Standard form for share transfers
3. Schedule C - Proxy Form: Standard form for appointing proxies for meetings
4. Schedule D - Director's Written Resolution: Template for written resolutions of directors
5. Schedule E - Shareholder's Written Resolution: Template for written resolutions of shareholders
6. Schedule F - Meeting Procedures: Detailed procedures for conducting various types of meetings
7. Schedule G - Corporate Seal: Description and rules for use of corporate seal
Authors
Affiliate
Annual General Meeting
Articles
Auditors
Board
Business Day
By-laws
Company
Corporate Secretary
Director
Extraordinary General Meeting
Financial Year
General Meeting
Instrument of Transfer
Member
Month
Office
Ordinary Resolution
Paid Up
Person
Register of Members
Register of Directors
Registered Office
Registrar
Resolution
Seal
Secretary
Securities
Share
Share Capital
Shareholder
Special Resolution
Subsidiary
Transfer Office
Transmission
Vice-Chairman
Writing
Year
Electronic Meeting
Electronic Platform
Hybrid Meeting
Physical Meeting
Proxy
Share Certificate
Share Premium Account
Class Rights
Dividend
Board Committee
Officer
Authorized Representative
Distribution
Voting Rights
Quorum
Related Party
Share Issuance and Certificates
Share Transfer Restrictions
Share Transmission
Pre-emptive Rights
Share Capital Alteration
Shareholder Meetings
Voting Rights
Proxy Voting
Director Appointment and Removal
Director Powers and Duties
Director Meetings
Officer Appointments
Corporate Records
Dividends and Distributions
Reserve Accounts
Borrowing Powers
Corporate Seal
Indemnification
Notice Requirements
Winding Up
Dispute Resolution
Electronic Communications
Quorum Requirements
Board Committees
Conflicts of Interest
Amendment Procedures
Director Qualifications
Company Secretary
Financial Statements
Auditor Appointment
Share Buy-Back
Tag-Along Rights
Drag-Along Rights
Corporate Governance
Shareholder Rights
Meeting Procedures
Alternate Directors
Corporate Representatives
Share Forfeiture
Lien on Shares
Technology
Manufacturing
Retail
Professional Services
Financial Services
Healthcare
Real Estate
Energy
Transportation
Agriculture
Mining
Construction
Education
Entertainment
Hospitality
Telecommunications
Consumer Goods
Industrial Services
Media
Biotechnology
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board of Directors
Executive Leadership
Risk Management
Shareholder Relations
Corporate Affairs
Finance
Chief Executive Officer
Chief Legal Officer
Corporate Secretary
General Counsel
Legal Director
Compliance Officer
Corporate Governance Manager
Board Secretary
Chief Financial Officer
Legal Counsel
Company Director
Corporate Affairs Manager
Shareholder Relations Manager
Board Member
Managing Director
Corporate Lawyer
Governance Officer
Risk Management Officer
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