Articles Of Organisation S Corp Template for England and Wales

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Articles Of Organisation S Corp

"I need Articles of Organisation for a private limited company (note: S Corp structure mentioned but not applicable in UK) that will have three founding shareholders with equal ownership, focusing on flexible director appointment rights and specific share transfer restrictions, to be implemented by March 2025."

What is a Articles Of Organisation S Corp?

Articles of Organisation (noting that 'S Corp' designation is not applicable in the UK) serve as the constitutional document for a private limited company in England and Wales. This document is required when registering a new company with Companies House and establishes the basic framework for company operations. It defines share classes, directors' powers, decision-making procedures, and shareholder rights. The document must comply with the Companies Act 2006 and can either adopt model articles or include bespoke provisions tailored to specific business needs.

What sections should be included in a Articles Of Organisation S Corp?

1. Company Name and Type: Specification of company name and type of limited company

2. Registered Office: Statement of registered office location

3. Share Capital Structure: Details of share classes and rights

4. Directors' Powers and Responsibilities: Scope of directors' authority and duties

5. Decision-Making Procedures: Process for board and shareholder decisions

6. Share Transfer Provisions: Rules governing the transfer of shares

What sections are optional to include in a Articles Of Organisation S Corp?

1. Pre-emption Rights: Rights of existing shareholders to purchase new shares before shares can be offered to external parties

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

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

What schedules should be included in a Articles Of Organisation S Corp?

1. Share Capital Table: Detailed breakdown of share ownership and share classes

2. Initial Directors List: Names, addresses and details of first appointed directors

3. Shareholder Information: Complete details of initial shareholders including their shareholdings and contact information

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