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Business Articles Of Association
"I need Business Articles of Association for a new technology startup incorporating in Canada in January 2025, with a simple structure of common shares only and basic governance provisions for three founding directors."
1. Corporate Name and Office: States the official corporate name and location of the registered office
2. Share Capital Structure: Details of authorized share capital, classes of shares, and their associated rights and restrictions
3. Share Certificates and Transfers: Rules governing the issuance, form, and transfer of share certificates
4. Shareholders: Rights, obligations, and procedures for shareholders, including voting rights and meeting procedures
5. Directors: Qualification, election, removal, meetings, powers, and duties of directors
6. Officers: Appointment, roles, responsibilities, and authority of corporate officers
7. Meetings: Procedures for conducting shareholder and director meetings, including notice requirements and voting
8. Corporate Records: Requirements for maintaining corporate records, registers, and minutes
9. Fiscal Matters: Financial year, banking arrangements, and execution of documents
10. Notices: Methods and requirements for giving notices to shareholders, directors, and officers
11. Indemnification: Provisions for indemnifying directors and officers
1. Pre-emptive Rights: Used when shareholders should have first right to purchase new shares before they're offered to others
2. Share Transfer Restrictions: Added when the corporation wants to limit how shares can be transferred, common in private companies
3. Tag-Along Rights: Include when minority shareholders should have the right to join in the sale of shares by majority shareholders
4. Drag-Along Rights: Used when majority shareholders should have the right to force minority shareholders to join in the sale of shares
5. Special Share Classes: Include when the corporation needs multiple classes of shares with different rights and restrictions
6. Board Committees: Added when specific committees of the board need to be established with defined roles
7. Shareholder Agreements Integration: Used when referencing or incorporating aspects of separate shareholder agreements
8. Electronic Meetings: Include specific provisions for virtual meetings and electronic voting when desired
1. Schedule A - Share Capital: Detailed description of share classes, rights, and restrictions
2. Schedule B - Initial Directors: List of first directors of the corporation
3. Schedule C - Form of Share Certificate: Template for share certificates
4. Schedule D - By-Law No. 1: General corporate by-law covering operational matters
5. Schedule E - Restricted Business Activities: List of any restricted business activities if applicable
6. Appendix 1 - Proxy Form: Standard form for appointing proxies for shareholder meetings
7. Appendix 2 - Consent to Act as Director: Standard form for director consent
8. Appendix 3 - Share Transfer Form: Standard form for transferring shares
Authors
Articles
Board
By-laws
Corporation
Director
Electronic Means
Fiscal Year
Meeting of Shareholders
Officer
Ordinary Resolution
Person
Registered Office
Resident Canadian
Secretary
Securities Register
Share
Shareholder
Special Resolution
Special Business
Unanimous Shareholder Agreement
Voting Share
Non-Voting Share
Preferred Share
Common Share
Articles of Amendment
Affiliate
Control
Beneficial Owner
Business Day
Quorum
Proxy
Register of Directors
Register of Officers
Corporate Seal
Signing Officer
Subsidiary
Share Rights and Restrictions
Share Transfers
Board Composition
Directors' Powers
Directors' Meetings
Directors' Voting
Officers Appointment
Officers' Duties
Shareholders' Meetings
Voting Rights
Notice Requirements
Quorum Requirements
Corporate Records
Banking and Finance
Dividends
Indemnification
Amendment Procedures
Dispute Resolution
Corporate Seal
Fiscal Matters
Borrowing Powers
Execution of Documents
Registered Office
Corporate Name
Communications
Dissolution
Pre-emptive Rights
Drag-Along Rights
Tag-Along Rights
Financial Services
Technology
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Energy
Transportation
Agriculture
Mining
Construction
Education
Hospitality
Media and Entertainment
Telecommunications
Legal
Corporate Governance
Executive Leadership
Board of Directors
Compliance
Corporate Affairs
Risk Management
Investor Relations
Corporate Secretary Office
Regulatory Affairs
Chief Executive Officer
Corporate Secretary
General Counsel
Legal Director
Compliance Officer
Board Director
Chief Financial Officer
Corporate Governance Officer
Managing Director
Company President
Board Chairman
Legal Counsel
Chief Operating Officer
Risk Manager
Corporate Affairs Director
Investor Relations Manager
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