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Business Articles Of Association for the United States

Business Articles Of Association Template for United States

Articles of Association is a foundational document required under United States corporate law that establishes the existence of a company and outlines its internal rules and management structure. This document serves as the company's constitution, defining shareholder rights, board responsibilities, and operational procedures. It must comply with both federal regulations and state-specific corporation laws, particularly those of the state where the company is incorporated.

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Business Articles Of Association

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What is a Business Articles Of Association?

Business Articles of Association are essential founding documents required when establishing a corporation in the United States. They are filed with the state's Secretary of State and serve as the primary governing document for the company's internal affairs. The Articles set forth the basic framework for corporate governance, including share structure, management roles, and decision-making processes. This document is particularly crucial during company formation, fundraising, and when establishing relationships with stakeholders. The content and format must align with specific state requirements while adhering to federal corporate regulations.

What sections should be included in a Business Articles Of Association?

1. Article I - Company Name and Purpose: Legal name of the company and statement of business purpose

2. Article II - Registered Office and Agent: Official address and registered agent details

3. Article III - Share Capital Structure: Details of authorized shares, classes, and par value

4. Article IV - Shareholders: Rights, responsibilities, and meeting procedures

5. Article V - Board of Directors: Composition, powers, duties, and meeting procedures

6. Article VI - Officers: Roles, appointments, and responsibilities

7. Article VII - Corporate Records: Requirements for maintaining books and records

What sections are optional to include in a Business Articles Of Association?

1. Article VIII - Indemnification: Protection of directors and officers from liability in the course of their duties

2. Article IX - Dissolution: Procedures and requirements for voluntary dissolution of the company

3. Article X - Special Rights: Provisions for special share classes, voting rights, and preferential treatment

What schedules should be included in a Business Articles Of Association?

1. Schedule A - Initial Shareholders: List of founding shareholders and their shareholdings

2. Schedule B - Share Transfer Restrictions: Detailed procedures and limitations for transferring shares

3. Schedule C - Board Committees: Structure and responsibilities of standing committees

4. Appendix 1 - Share Certificate Form: Template and requirements for share certificates

5. Appendix 2 - Corporate Seal: Design specifications and usage guidelines for corporate seal

Authors

Alex Denne

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

Jurisdiction

United States

Publisher

Ƶ

Cost

Free to use
Clauses






























Industries

Federal Securities Acts: Securities Act of 1933 and Securities Exchange Act of 1934 - fundamental federal regulations governing the issuance and trading of securities, registration requirements, and disclosure obligations

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

Sarbanes-Oxley Act: Federal law establishing enhanced corporate governance and financial disclosure standards, particularly relevant for public companies

Federal Antitrust Laws: Including Sherman Act and Clayton Act, governing business competition and preventing monopolistic practices

State Corporation Laws: State-specific legislation governing corporate formation, operation, and dissolution (varies by state of incorporation)

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

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities to protect investors from fraudulent activities

State Tax Laws: State-specific tax regulations affecting corporate taxation, sales tax, and other state-level financial obligations

SEC Regulations: Federal regulatory framework governing public companies, securities transactions, and corporate reporting requirements

Industry-Specific Regulations: Sector-specific rules and requirements that may affect corporate governance and operations depending on the business type

Stock Exchange Requirements: Listing requirements and corporate governance standards imposed by stock exchanges (if planning to be publicly traded)

Corporate Governance Guidelines: Best practices and standards for corporate management, board composition, and shareholder rights

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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