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Articles Of Association Template Generator for the USA

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Key Requirements PROMPT example:

Articles Of Association Template

"I need Articles of Association Template for a Delaware-registered technology startup with multiple share classes and specific provisions for protecting minority shareholders, as we're planning to raise venture capital funding in March 2025."

Document background
Articles of Association Template serves as the constitutional document of a corporation in the United States, outlining its operational framework and governance structure. This document is required when incorporating a business and must be filed with the relevant state authority. The Articles define shareholder rights, director responsibilities, voting procedures, and share transfer restrictions. They need to comply with both federal and state-specific corporate laws, with particular attention to the jurisdiction where the company is incorporated. The document is crucial for establishing clear organizational structure and preventing future disputes.
Suggested Sections

1. Company Name and Details: Legal name, registered office, business purpose, and incorporation details

2. Share Capital Structure: Details of authorized share capital, classes of shares, nominal values, and share rights

3. Directors Powers and Responsibilities: Appointment, removal, powers, duties, and decision-making processes of directors

4. Shareholders Rights and Obligations: Voting rights, dividend rights, share transfer procedures, and shareholder obligations

5. General Meetings: Procedures for annual and extraordinary general meetings, voting mechanisms, and quorum requirements

6. Corporate Administration: Company secretary, registered office, record-keeping requirements, and company seal

7. Dissolution and Winding Up: Procedures for company dissolution, liquidation, and distribution of assets

Optional Sections

1. Company Name and Details: Legal name, registered office, business purpose, and incorporation details

2. Share Capital Structure: Details of authorized share capital, classes of shares, nominal values, and share rights

3. Directors Powers and Responsibilities: Appointment, removal, powers, duties, and decision-making processes of directors

4. Shareholders Rights and Obligations: Voting rights, dividend rights, share transfer procedures, and shareholder obligations

5. General Meetings: Procedures for annual and extraordinary general meetings, voting mechanisms, and quorum requirements

6. Corporate Administration: Company secretary, registered office, record-keeping requirements, and company seal

7. Dissolution and Winding Up: Procedures for company dissolution, liquidation, and distribution of assets

Suggested Schedules

1. Initial Shareholders Schedule: List of founding shareholders with their respective shareholdings and share classes

2. Share Transfer Forms: Standard forms and procedures for transferring company shares

3. Board Resolution Templates: Standardized formats for documenting board decisions and resolutions

4. Company Seal Design: Official company seal design and usage guidelines if required by state law

5. Share Certificate Template: Standard format for share certificates including required legal text and security features

Authors

Alex Denne

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

Clauses































Industries

Securities Act of 1933: Federal law that regulates the offering and sale of securities, requiring registration and disclosure of financial information to protect investors

Securities Exchange Act of 1934: Federal law governing secondary market trading of securities, establishing the SEC and requirements for public companies

Internal Revenue Code: Federal tax legislation that affects corporate structure, taxation, and shareholder relationships

Sarbanes-Oxley Act: Federal law imposing strict requirements on public companies regarding financial reporting, internal controls, and corporate governance

JOBS Act: Federal legislation designed to encourage funding of small businesses by easing securities regulations

State Corporation Laws: State-specific laws governing formation, operation, and dissolution of corporations within each state's jurisdiction

State LLC Acts: State-specific legislation governing the formation and operation of Limited Liability Companies

Model Business Corporation Act: Standardized set of laws serving as a template for state corporate laws, adopted in various forms by many states

SEC Regulations: Federal regulatory framework governing public companies, securities offerings, and trading practices

Blue Sky Laws: State-specific securities regulations governing the offering and sale of securities within each state

Delaware General Corporation Law: Comprehensive corporate law framework specific to Delaware, widely used as a standard for corporate governance

State Tax Laws: State-specific tax regulations affecting corporate structure, operations, and reporting requirements

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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