Articles Of Association Model Articles Template for United States

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Articles Of Association Model Articles

"I need Articles Of Association Model Articles for a Delaware-incorporated technology startup with multiple share classes and specific provisions for investor rights, planning to close our Series A funding by March 2025."

What is a Articles Of Association Model Articles?

Articles of Association Model Articles serve as the constitutional document of a corporation in the United States, essential during the incorporation process and throughout the company's lifetime. They define how the company operates, is governed, and how decisions are made. These articles must be filed with the relevant state authority and comply with state-specific corporation laws. The document typically includes provisions about share capital, voting rights, board composition, and corporate governance structures. Model Articles provide a standardized template that can be adapted to specific company needs while ensuring compliance with legal requirements.

What sections should be included in a Articles Of Association Model Articles?

1. Company Name and Registration: Legal name of the company and registration details including state of incorporation

2. Definitions and Interpretation: Key terms and their meanings used throughout the articles, including interpretation rules

3. Share Capital: Details of authorized share capital, classes of shares, and rights attached to different share classes

4. Directors and Management: Powers, duties, appointment procedures, removal procedures, and compensation of directors

5. Shareholders' Rights and Meetings: Voting rights, meeting procedures, notice requirements, and general shareholder powers

6. Share Transfers: Procedures and restrictions for transferring shares, including any transfer limitations

7. Corporate Records: Requirements for maintaining corporate records, books, and financial statements

8. Amendments: Procedures for amending the articles of association

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

1. Pre-emption Rights: Rights of existing shareholders to purchase new shares before they are offered to third parties

2. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares on the same terms as majority shareholders

3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of the company

4. Anti-dilution Provisions: Protections for existing shareholders against dilution from new share issuances

5. Conflict Resolution: Specific procedures for resolving disputes between shareholders or directors

What schedules should be included in a Articles Of Association Model Articles?

1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, rights, and initial share allocation

2. Schedule B - Initial Directors: List of first directors upon incorporation with their details

3. Schedule C - Adoption Resolution: Resolution adopting the articles of association

4. Schedule D - Proxy Forms: Standard forms for proxy voting at shareholder meetings

5. Schedule E - Restricted Business Activities: List of activities requiring special approval from directors or shareholders

Authors

Alex Denne

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

Clauses
Industries

Securities Act 1933: Federal law that regulates the offering and sale of securities, requiring registration and disclosure requirements for public offerings

Securities Exchange Act 1934: Federal law governing secondary trading of securities, establishing the SEC and requiring periodic reporting for public companies

Sarbanes-Oxley Act 2002: Federal law enhancing corporate responsibility, financial disclosures, and combat corporate accounting fraud for public companies

Internal Revenue Code: Federal tax legislation affecting corporate structure, distributions, and tax implications of various business decisions

State Corporation Laws: State-specific laws governing corporation formation, operation, and dissolution (e.g., Delaware General Corporation Law)

State Business Corporation Acts: Comprehensive state legislation governing corporate formation, operations, shareholder rights, and corporate governance

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities to protect investors from fraudulent activities

SEC Regulations: Federal regulatory framework governing public companies, including registration, reporting, and disclosure requirements

Stock Exchange Requirements: Specific listing and maintenance requirements set by stock exchanges like NYSE or NASDAQ for publicly traded companies

Industry-Specific Regulations: Sector-specific rules and requirements that may affect corporate governance and operations in particular industries

Corporate Governance Guidelines: Best practices and requirements for board composition, committee structures, and corporate governance procedures

Dispute Resolution Framework: Legal framework for resolving internal corporate disputes, shareholder conflicts, and other corporate disagreements

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

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