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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."
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
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
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
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