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Articles Of Association Of A Limited Liability Company Template for England and Wales

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Key Requirements PROMPT example:

Articles Of Association Of A Limited Liability Company

"I need Articles of Association of a Limited Liability Company for a tech startup with three founding shareholders, including specific provisions for share vesting over 4 years and tag-along rights for minority shareholders, to be implemented by March 2025."

Document background
Articles of Association of a Limited Liability Company are fundamental incorporation documents required when establishing a company in England and Wales. They serve as the company's constitution, defining the relationship between shareholders and directors, establishing corporate governance frameworks, and setting out operational procedures. This document must comply with the Companies Act 2006 and be filed with Companies House during incorporation. It includes essential provisions about share capital, director appointments, decision-making processes, and administrative arrangements. The articles bind the company and its members to their terms and can be modified through special resolutions.
Suggested Sections

1. Interpretation: Defines key terms used throughout the articles including defined terms, construction rules and references to legislation

2. Limited Liability: States the limited liability nature of members and their liability being limited to the amount unpaid on shares

3. Directors' Powers and Responsibilities: Outlines directors' general authority, decision-making process, appointment, removal, and duties

4. Shares and Distributions: Details share structure, share rights, share certificates, share transfers, transmission of shares, and dividend procedures

5. Decision-making by Members: Procedures for general meetings, voting rights, proxies, and member resolutions

6. Administrative Arrangements: Company communications, means of communication, company seals, records, and indemnity provisions

Optional Sections

1. Share Transfer Restrictions: Additional provisions controlling share transfers including pre-emption rights and board approval requirements

2. Tag-Along Rights: Provisions allowing minority shareholders to join in the sale of shares on the same terms as majority shareholders

3. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in the sale of the company

4. Class Rights: Specific rights and restrictions attached to different classes of shares when multiple share classes exist

Suggested Schedules

1. Schedule 1: Matters Requiring Shareholder Approval: Comprehensive list of decisions and actions requiring special or ordinary shareholder approval

2. Schedule 2: Share Rights: Detailed description of rights, restrictions and obligations attached to different classes of shares

3. Schedule 3: Proxy Notice: Standard form of proxy notice for use in shareholder meetings

4. Schedule 4: Prescribed Objects: Optional schedule listing specific objects of the company if the company wishes to restrict its objects

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




































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Industries

Companies Act 2006: Primary legislation governing company formation and operation in the UK, including fundamental requirements for Articles of Association, directors' duties, shareholder rights, and corporate governance

Companies (Model Articles) Regulations 2008: Contains the default model articles for private companies, providing a template structure and standard provisions that can be adopted or modified

Small Business, Enterprise and Employment Act 2015: Legislation affecting corporate transparency and filing requirements, including provisions about company ownership and control

Corporate Insolvency and Governance Act 2020: Contains provisions relating to corporate governance and insolvency procedures that may need to be reflected in the Articles

Financial Services and Markets Act 2000: Regulatory framework for financial services companies, which may need to be considered if the company operates in the financial sector

Modern Slavery Act 2015: Legislation requiring larger companies to ensure transparency in supply chains and corporate practices regarding modern slavery and human trafficking

Companies House Requirements: Regulatory requirements for company registration and ongoing compliance with filing obligations set by the UK's registrar of companies

UK Corporate Governance Code: Set of principles and guidelines for good corporate governance practices, particularly relevant for larger companies

PSC Regulations 2016: Requirements regarding the disclosure and registration of People with Significant Control over the company

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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