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Memorandum & Articles Of Association
"I need a Memorandum & Articles of Association for a new technology startup being incorporated in New Zealand in January 2025, with provisions for multiple share classes to accommodate future venture capital investment and employee share schemes."
1. Company Name and Registration: States the company name and registration details as per Companies Act 1993
2. Interpretation: Defines key terms used throughout the document and interpretation rules
3. Company Powers: Outlines the legal capacity and powers of the company
4. Shares and Shareholding: Details the basic share structure and shareholders' rights
5. Issue of Shares: Procedures and rules for issuing new shares
6. Transfer of Shares: Process and restrictions for transferring shares
7. Meetings of Shareholders: Rules for conducting shareholder meetings, including notice requirements and voting procedures
8. Directors: Appointment, removal, powers, and duties of directors
9. Directors' Meetings: Procedures for board meetings and decision-making
10. Company Administration: General administrative matters including records, notices, and company seal
11. Accounts and Audit: Requirements for financial reporting and audit procedures
12. Liquidation and Removal: Procedures for company wind-up and removal from register
1. Different Classes of Shares: Detailed provisions for multiple share classes with different rights and restrictions - used when the company plans to have various types of shareholders
2. Pre-emptive Rights: Detailed provisions for existing shareholders' rights to purchase new shares - important for closely held companies
3. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders or enabling majority shareholders to force sale - useful for companies planning future sales or listings
4. Dividend Policy: Specific rules about dividend declarations and payments - useful for companies with complex ownership structures
5. Management Structure: Detailed provisions about management hierarchy and responsibilities - useful for larger companies with complex management structures
6. Alternate Directors: Provisions for appointment and powers of alternate directors - useful for companies with overseas directors
7. Executive Directors: Special provisions relating to executive directors - useful when directors also hold management positions
8. Indemnity and Insurance: Detailed provisions for director and officer indemnification - important for higher-risk businesses
1. Share Capital Structure: Detailed breakdown of share classes, rights, and restrictions
2. Initial Subscribers: Details of the founding shareholders and their initial shareholdings
3. Proxy Form: Standard form for appointing proxies for shareholder meetings
4. Reserved Matters: List of decisions requiring special approval processes
5. Share Transfer Form: Standard form for transferring shares
6. Director's Written Resolution: Template for written resolutions of directors
7. Shareholder's Written Resolution: Template for written resolutions of shareholders
8. Conflict of Interest Disclosure: Standard form for directors to disclose conflicts of interest
Authors
Share Capital
Share Transfer
Pre-emptive Rights
Shareholder Rights
Voting Rights
Board Composition
Director Appointment
Director Removal
Director Powers
Director Duties
Board Meetings
Shareholder Meetings
Decision Making
Reserved Matters
Company Administration
Record Keeping
Dividends
Share Certificates
Company Seal
Notices
Conflicts of Interest
Indemnification
Winding Up
Alteration of Rights
Amendment Provisions
Dispute Resolution
Financial Reporting
Audit Requirements
Corporate Governance
Delegation of Authority
Share Issue
Company Records
Electronic Communications
Alternate Directors
Borrowing Powers
Professional Services
Financial Services
Technology
Manufacturing
Retail
Healthcare
Education
Real Estate
Construction
Mining
Agriculture
Transportation
Energy
Telecommunications
Media
Hospitality
Non-Profit
Legal
Compliance
Corporate Governance
Board of Directors
Executive Leadership
Finance
Risk Management
Corporate Affairs
Company Secretariat
Shareholder Relations
Chief Executive Officer
Company Director
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Chief Financial Officer
Board Chairman
Corporate Governance Manager
Risk Manager
Managing Director
Executive Director
Non-Executive Director
Shareholder Relations Manager
Chief Operating Officer
Chief Legal Officer
Board Member
Corporate Secretary
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