Memorandum & Articles Of Association Of The Company for the United States

Memorandum & Articles Of Association Of The Company Template for United States

The Memorandum & Articles of Association serve as the foundational constitutional documents of a U.S. corporation, though they are more commonly referred to as the Certificate of Incorporation and Bylaws in the United States. These documents establish the company's legal existence, define its purpose, outline its capital structure, and set forth the rules governing its internal affairs. They establish the relationship between the company and its shareholders, directors, and officers, while complying with relevant state corporation laws.

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What is a Memorandum & Articles Of Association Of The Company?

The Memorandum & Articles of Association of the Company are essential documents required when incorporating a business in the United States. While these terms are more common in British corporate law, their U.S. equivalents (Certificate of Incorporation and Bylaws) serve the same purpose. These documents are necessary when establishing a new corporation, restructuring an existing business, or converting from another business type. They contain crucial information about the company's structure, share capital, management framework, and internal regulations, while ensuring compliance with state corporation laws and federal regulations.

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

1. Article I - Name and Purpose: States the company's legal name and primary business objectives

2. Article II - Registered Office and Agent: Specifies the company's official address and registered agent details

3. Article III - Capital Structure: Details authorized shares, classes of stock, and par value

4. Article IV - Board of Directors: Establishes board structure, qualifications, and basic powers

5. Article V - Officers: Defines officer positions and basic responsibilities

6. Article VI - Shareholders: Basic shareholder rights and meeting requirements

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

1. Article VII - Preemptive Rights: Optional provisions for rights of existing shareholders to maintain ownership percentage. Include when protecting against dilution is important

2. Article VIII - Tag-Along Rights: Optional provisions for minority shareholder protections. Include when protecting minority shareholders is crucial

3. Article IX - Transfer Restrictions: Optional provisions for limitations on share transfers. Include for closely held companies

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

1. Schedule A - Initial Shareholders: List of founding shareholders and their initial shareholdings

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

3. Schedule C - Share Transfer Forms: Standard forms for share transfers

4. Schedule D - Corporate Seal: Description or image of corporate seal if used

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
Relevant legal definitions
Clauses
Industries

Securities Act of 1933: Federal law that regulates the offering and sale of securities, requiring registration and disclosure of financial and other information

Securities Exchange Act of 1934: Federal law governing secondary market trading of securities and establishing the SEC

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

Sarbanes-Oxley Act 2002: Federal law establishing enhanced corporate accountability and financial disclosure requirements for public companies

Delaware General Corporation Law: Comprehensive state legislation governing corporate formation and operation in Delaware, often used as a model jurisdiction

State Corporation Laws: State-specific laws governing formation, operation, and dissolution of corporations in respective states

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

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

State Business and Professions Code: State regulations governing business practices and professional conduct

SEC Regulations: Federal regulatory framework established by the Securities and Exchange Commission for corporate compliance and disclosure

Model Business Corporation Act: Standard set of laws serving as a template for state corporation laws, developed by the American Bar Association

Corporate Governance Best Practices: Industry-standard guidelines for corporate management, accountability, and shareholder relations

Stock Exchange Requirements: Specific rules and regulations set by stock exchanges for listed companies, including governance and reporting 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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