Bound Memorandum & Articles Of Association for the United States

Bound Memorandum & Articles Of Association Template for United States

The Bound Memorandum & Articles of Association is a fundamental constitutional document for corporations in the United States, though more commonly referred to as Articles of Incorporation and Bylaws in US jurisdiction. It establishes the company's existence, defines its purpose, and sets out the basic regulations governing its operations and management. This document outlines the relationship between the company and its shareholders, directors, and officers, while ensuring compliance with relevant state and federal corporate laws.

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What is a Bound Memorandum & Articles Of Association?

The Bound Memorandum & Articles of Association serves as the foundational document for corporations in the United States, although it's typically called Articles of Incorporation with Bylaws in US jurisdictions. This document is essential when establishing a new corporation or restructuring an existing one. It contains crucial information about corporate governance, share structure, management responsibilities, and operational procedures. The document must comply with state-specific incorporation laws and federal regulations, making it a legally binding framework that governs the corporation's activities and relationships with stakeholders.

What sections should be included in a Bound Memorandum & Articles Of Association?

1. Article I - Name and Purpose: Corporate name and primary business objectives

2. Article II - Registered Office and Agent: Official address and registered agent details

3. Article III - Capital Structure: Authorized shares and classes of stock

4. Article IV - Board of Directors: Board composition and powers

5. Article V - Officers: Officer positions and responsibilities

6. Article VI - Stockholders: Shareholder rights and meetings

What sections are optional to include in a Bound Memorandum & Articles Of Association?

1. Article VII - Indemnification: Additional protection provisions for directors and officers - used when enhanced leadership protection is desired

2. Article VIII - Amendments: Procedures for modifying articles - included when flexibility in governance changes is needed

3. Article IX - Dissolution: Procedures for corporate dissolution - included when specific dissolution terms are required

What schedules should be included in a Bound Memorandum & Articles Of Association?

1. Schedule A - Initial Stockholders: List of founding shareholders and their holdings

2. Schedule B - Initial Directors: List of initial board members

3. Appendix 1 - Share Transfer Restrictions: Detailed rules regarding stock transfers

4. Appendix 2 - Voting Rights: Detailed voting procedures and rights by share class

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

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Clauses
Industries

Delaware General Corporation Law (DGCL): Primary corporate law framework if incorporating in Delaware, governing corporate formation, operation, and governance structures

Securities Act of 1933: Federal law governing initial public offerings and securities registration requirements for corporations

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing SEC oversight of corporations

Internal Revenue Code: Federal tax regulations affecting corporate structure, taxation, and reporting requirements

State Corporation Laws: State-specific laws governing corporate formation, operations, and governance in the chosen state of incorporation

Blue Sky Laws: State-level securities regulations governing the offering and sale of securities within each state

State Tax Laws: State-specific tax regulations affecting corporate operations and reporting requirements

SEC Regulations: Federal regulatory requirements for corporate compliance, especially pertinent for public companies

Secretary of State Requirements: State-specific filing and compliance requirements for corporate registration and maintenance

IRS Corporate Requirements: Federal tax filing and compliance requirements specific to corporate entities

Sarbanes-Oxley Act: Federal law establishing enhanced corporate accountability and financial disclosure requirements for public companies

Dodd-Frank Act: Federal law implementing additional corporate governance and financial regulation requirements

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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