The Memorandum Of Association Articles Of Association serves as the primary governing document for corporations in the United States, required during company formation. It outlines the company's objectives, share structure, and internal management procedures. This document is essential for establishing corporate governance, protecting shareholder rights, and ensuring compliance with state and federal regulations. It's particularly crucial during company registration, fundraising, and when dealing with stakeholder relationships.
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1. Company Name and Details: Legal name, registered office address, and business purpose of the company
2. Share Capital Structure: Details of authorized share capital, classes of shares, and rights attached to each class
3. Directors and Management: Powers, duties, appointment procedures, removal procedures, and meetings of directors
4. Shareholders Rights and Obligations: Voting rights, general meetings procedures, and share transfer regulations
5. Corporate Governance: Rules for company administration, decision-making processes, and internal controls
6. Financial Provisions: Rules regarding accounts, audits, dividends, and reserves
1. Pre-emptive Rights: Provisions giving existing shareholders first right to purchase new shares before they are offered to outside parties
2. Tag-Along Rights: Provisions protecting minority shareholders by allowing them to join in the sale of shares by majority shareholders
3. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in the sale of shares
4. Dispute Resolution: Specific procedures for resolving internal disputes between shareholders or directors
1. Schedule 1: Initial Subscribers: List of founding shareholders with their respective shareholdings and contact details
2. Schedule 2: Share Certificate Template: Standard form for share certificates including required legal elements and security features
3. Schedule 3: Board Resolution Templates: Standard forms for common board resolutions and corporate actions
4. Schedule 4: Company Seal: Design and usage guidelines for the company seal
5. Schedule 5: Proxy Form: Standard form for appointing proxies for shareholder meetings
Relevant legal definitions
Act
Annual General Meeting
Articles
Board
Board Meeting
Business Day
Company
Company Secretary
Directors
Electronic Form
Extraordinary General Meeting
Financial Year
General Meeting
Independent Director
Member
Memorandum
Month
Office
Ordinary Resolution
Ordinary Shares
Paid-up
Person
Register of Members
Registered Office
Resolution
Seal
Securities
Share
Shareholder
Special Resolution
Statutes
Subsidiary
Transfer
Written or In Writing
Annual General Meeting
Articles
Board
Board Meeting
Business Day
Company
Company Secretary
Directors
Electronic Form
Extraordinary General Meeting
Financial Year
General Meeting
Independent Director
Member
Memorandum
Month
Office
Ordinary Resolution
Ordinary Shares
Paid-up
Person
Register of Members
Registered Office
Resolution
Seal
Securities
Share
Shareholder
Special Resolution
Statutes
Subsidiary
Transfer
Written or In Writing
Clauses
Name and Registered Office
Objects and Powers
Limited Liability
Share Capital
Share Rights and Restrictions
Share Certificates
Share Transfers
Transmission of Shares
Alteration of Share Capital
General Meetings
Notice of General Meetings
Proceedings at General Meetings
Voting Rights
Proxies
Directors' Powers and Responsibilities
Directors' Appointments and Interests
Directors' Meetings
Secretary
Dividends and Reserves
Capitalization of Profits
Record Dates
Accounts
Auditors
Notices
Indemnity and Insurance
Winding Up
Administrative Arrangements
Amendment of Articles
Pre-emption Rights
Lien on Shares
Forfeiture of Shares
Corporate Representatives
Objects and Powers
Limited Liability
Share Capital
Share Rights and Restrictions
Share Certificates
Share Transfers
Transmission of Shares
Alteration of Share Capital
General Meetings
Notice of General Meetings
Proceedings at General Meetings
Voting Rights
Proxies
Directors' Powers and Responsibilities
Directors' Appointments and Interests
Directors' Meetings
Secretary
Dividends and Reserves
Capitalization of Profits
Record Dates
Accounts
Auditors
Notices
Indemnity and Insurance
Winding Up
Administrative Arrangements
Amendment of Articles
Pre-emption Rights
Lien on Shares
Forfeiture of Shares
Corporate Representatives
Relevant Industries
Relevant Teams
Relevant Roles
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