LLC Articles Of Incorporation Template for England and Wales

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LLC Articles Of Incorporation Template

I need a LLC Articles of Incorporation Template for a tech startup with three founding shareholders, including specific provisions for share vesting over 4 years and protection for minority shareholders, to be filed in March 2025.

Document background
LLC Articles of Incorporation Template (adapted as Articles of Association for England and Wales) is a foundational document required when establishing a new company. It's used to define the company's internal regulations, including how decisions are made, shares are transferred, and meetings are conducted. While US-style LLCs don't exist in England and Wales, this document serves a similar purpose for private limited companies, providing the framework for corporate governance and operations. The document must align with the Companies Act 2006 and is typically filed alongside Form IN01 during the company registration process with Companies House.
Suggested Sections

1. Company Name: Statement of the company's registered name and registered office address

2. Interpretation: Definitions and interpretation of terms used in the articles

3. Limited Liability: Statement of members' limited liability and extent of contribution

4. Directors' Powers and Responsibilities: Scope of directors' authority, duties, and decision-making processes

5. Shares and Distributions: Share structure, share certificates, transfer of shares, and dividend rights

6. Decision-making by Members: Procedures for member meetings, voting rights, and written resolutions

7. Administrative Arrangements: Company communications, company seals, and records

Optional Sections

1. Share Classes: Provisions for different classes of shares and their respective rights and restrictions

2. Pre-emption Rights: Rights of existing shareholders to purchase new shares before they are offered to others

3. Tag-along Rights: Provisions protecting minority shareholders when majority shareholders sell their shares

4. Drag-along Rights: Rights enabling majority shareholders to force minority shareholders to join in the sale of the company

Suggested Schedules

1. Schedule 1: Share Capital: Details of initial share capital allocation and shareholders

2. Schedule 2: Reserved Matters: List of decisions requiring special or unanimous approval

3. Schedule 3: Deed of Adherence: Template document for new shareholders joining the company

4. Schedule 4: Matters Requiring Special Resolution: List of company actions requiring approval by special resolution

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

Companies Act 2006 - Formation Sections: Sections 7-16 governing company formation process, including requirements for registration documents and incorporation procedures

Companies Act 2006 - Articles Sections: Sections 17-38 detailing requirements for Articles of Association, including content, amendment procedures, and effect of articles

Companies Act 2006 - Company Types: Sections 3-6 defining different types of companies and their characteristics under English law

Companies Act 2006 - Directors Requirements: Sections 154-156 specifying requirements for company directors, including minimum number and qualifications

Companies Act 2006 - Membership: Section 113 detailing requirements for maintaining register of members and related obligations

Company Names Regulations 2015: The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 governing company naming requirements and trading disclosure obligations

Model Articles Regulations 2008: The Companies (Model Articles) Regulations 2008 providing standard template articles for private companies limited by shares

Companies Registration Regulations 2008: Regulations specifying detailed registration procedures and requirements for company incorporation

Companies House Guidelines: Official guidance from Companies House including Form IN01 requirements and registration procedures for company incorporation

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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