LLC Articles of Incorporation Template (adapted as Articles of Association for England and Wales) is a foundational document required when establishing a new company. It's used to define the company's internal regulations, including how decisions are made, shares are transferred, and meetings are conducted. While US-style LLCs don't exist in England and Wales, this document serves a similar purpose for private limited companies, providing the framework for corporate governance and operations. The document must align with the Companies Act 2006 and is typically filed alongside Form IN01 during the company registration process with Companies House.
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1. Company Name: Statement of the company's registered name and registered office address
2. Interpretation: Definitions and interpretation of terms used in the articles
3. Limited Liability: Statement of members' limited liability and extent of contribution
4. Directors' Powers and Responsibilities: Scope of directors' authority, duties, and decision-making processes
5. Shares and Distributions: Share structure, share certificates, transfer of shares, and dividend rights
6. Decision-making by Members: Procedures for member meetings, voting rights, and written resolutions
7. Administrative Arrangements: Company communications, company seals, and records
1. Share Classes: Provisions for different classes of shares and their respective rights and restrictions
2. Pre-emption Rights: Rights of existing shareholders to purchase new shares before they are offered to others
3. Tag-along Rights: Provisions protecting minority shareholders when majority shareholders sell their shares
4. Drag-along Rights: Rights enabling majority shareholders to force minority shareholders to join in the sale of the company
1. Schedule 1: Share Capital: Details of initial share capital allocation and shareholders
2. Schedule 2: Reserved Matters: List of decisions requiring special or unanimous approval
3. Schedule 3: Deed of Adherence: Template document for new shareholders joining the company
4. Schedule 4: Matters Requiring Special Resolution: List of company actions requiring approval by special resolution
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