Model Articles Sole Director documents are crucial for businesses seeking to operate under simplified governance structures in the United States. These articles are particularly relevant for small businesses, startups, and family-owned companies where multiple directors are unnecessary. The document outlines the sole director's authority, responsibilities, and operational procedures while ensuring compliance with both federal and state corporate laws. It includes provisions for decision-making, appointment and removal procedures, and risk management, serving as the constitutional document for the company's governance.
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1. Company Details: Legal name, registration number, registered office and incorporation details
2. Interpretation: Definitions of terms used throughout the articles and rules of interpretation
3. Directors Powers and Responsibilities: Comprehensive outline of the sole director's authority, duties, and scope of powers
4. Decision-Making Procedures: Formal procedures and requirements for director's decision-making process and documentation
5. Appointment and Removal: Procedures for appointing and removing directors, including qualification requirements
6. Administrative Arrangements: General administrative procedures including record-keeping and communications
7. Share Capital and Dividends: Rules regarding share capital management and dividend distribution
1. Alternate Directors: Provisions for appointing temporary replacement directors when the sole director is unavailable
2. Company Secretary: Provisions for appointment and duties of company secretary if required
3. Indemnification: Provisions for protecting directors against claims and legal proceedings
4. Electronic Communications: Specific provisions for electronic decision-making and record-keeping
1. Schedule 1: Director's Written Resolutions Template: Standard format for documenting sole director decisions and resolutions
2. Schedule 2: Conflicts of Interest Declaration: Template for declaring and recording potential conflicts of interest
3. Schedule 3: Delegation of Authority: Template for documenting any delegation of director's powers to others
4. Appendix A: Company Seal: Design and rules for use of the official company seal
Relevant legal definitions
Articles
Bankruptcy
Business Day
Company
Companies Acts
Director
Document
Electronic Form
Hard Copy Form
Holder
Instrument
Model Articles
Office
Ordinary Resolution
Paid
Person
Register of Members
Registered Office
Rules
Secretary
Special Resolution
Subsidiary
Transfer
United States
Writing
Written Resolution
Bankruptcy
Business Day
Company
Companies Acts
Director
Document
Electronic Form
Hard Copy Form
Holder
Instrument
Model Articles
Office
Ordinary Resolution
Paid
Person
Register of Members
Registered Office
Rules
Secretary
Special Resolution
Subsidiary
Transfer
United States
Writing
Written Resolution
Clauses
Interpretation and Definitions
Director's Powers and Responsibilities
Decision Making
Appointment and Removal of Directors
Directors' Meetings
Directors' Conflicts of Interest
Records of Decisions
Company Secretary
Administrative Arrangements
Indemnification
Change in Director
Director's Written Resolutions
Company Seal
Dividends and Other Distributions
Capitalization of Profits
Notice Requirements
Authentication of Documents
Company Communications
Means of Communication
Quorum Requirements
Delegation of Powers
Record Keeping
Company Name Change
Registered Office
Director's Powers and Responsibilities
Decision Making
Appointment and Removal of Directors
Directors' Meetings
Directors' Conflicts of Interest
Records of Decisions
Company Secretary
Administrative Arrangements
Indemnification
Change in Director
Director's Written Resolutions
Company Seal
Dividends and Other Distributions
Capitalization of Profits
Notice Requirements
Authentication of Documents
Company Communications
Means of Communication
Quorum Requirements
Delegation of Powers
Record Keeping
Company Name Change
Registered Office
Relevant Industries
Relevant Teams
Relevant Roles
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