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Company Articles Of Association Generator for the USA

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Key Requirements PROMPT example:

Company Articles Of Association

"I need Company Articles Of Association for a Delaware-incorporated technology startup with two classes of shares (common and preferred), planning to raise venture capital funding in March 2025, with specific provisions for board composition and protective provisions for investors."

Document background

Company Articles of Association serve as the constitutional document of a corporation in the United States, required during the incorporation process. They are filed with the relevant state authority and become publicly available documents. These articles define everything from basic company information to complex governance structures, including share classes, director powers, and shareholder rights. The document must comply with state corporate law where the company is incorporated, particularly important in common incorporation states like Delaware. Articles of Association are essential for establishing legal personality and protecting stakeholder interests.

Suggested Sections

1. Company Name and Type: Legal name and form of corporation, including any trading names or abbreviations

2. Registered Office: Official address and registered agent details for legal and administrative purposes

3. Purpose: Statement of business objectives and permitted activities of the corporation

4. Share Capital: Details of authorized shares, classes of shares, par value, and associated rights

5. Board of Directors: Composition, powers, duties, appointment procedures, and meeting regulations for the board

6. Shareholders' Rights: Voting rights, meeting procedures, and general rights of shareholders

7. Officers: Roles, responsibilities, and appointment procedures for corporate officers

8. Corporate Records: Requirements for maintaining corporate books, records, and financial statements

9. Amendments: Procedures for amending the Articles of Association

10. Dissolution: Procedures and requirements for corporate dissolution

Optional Sections

1. Company Name and Type: Legal name and form of corporation, including any trading names or abbreviations

2. Registered Office: Official address and registered agent details for legal and administrative purposes

3. Purpose: Statement of business objectives and permitted activities of the corporation

4. Share Capital: Details of authorized shares, classes of shares, par value, and associated rights

5. Board of Directors: Composition, powers, duties, appointment procedures, and meeting regulations for the board

6. Shareholders' Rights: Voting rights, meeting procedures, and general rights of shareholders

7. Officers: Roles, responsibilities, and appointment procedures for corporate officers

8. Corporate Records: Requirements for maintaining corporate books, records, and financial statements

9. Amendments: Procedures for amending the Articles of Association

10. Dissolution: Procedures and requirements for corporate dissolution

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 shares

3. Board Resolution Templates: Standard formats for board resolutions and written consents

4. Corporate Seal Specifications: Design and usage guidelines for the corporate seal

5. Initial Directors: List of initial board members and their positions

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

alex.den.21@genieai.co

Relevant legal definitions

Act

Board

Business Day

Financial Year

Member

Ordinary Shares

Shareholder

Subsidiary

Clauses

Relevant Industries

All Corporate Sectors
Technology
Financial Services
Professional Services

Relevant Teams

Legal
Corporate Governance
Finance
Executive Leadership
Investor Relations

Relevant Roles

Chief Executive Officer
Corporate Secretary
General Counsel
Board Director
Chief Financial Officer

Industries

Securities Act of 1933: Federal law that regulates the offer and sale of securities, requiring registration with the SEC and providing disclosure requirements to protect investors

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

Internal Revenue Code: Federal tax legislation that determines tax treatment and requirements for different corporate structures

Sarbanes-Oxley Act 2002: Federal law establishing enhanced corporate accountability standards, particularly important for public companies

JOBS Act: Federal legislation aimed at encouraging 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 Business Corporation Act: Comprehensive state legislation governing corporate formation, operations, and shareholder rights

State LLC Act: State legislation specifically 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

Delaware General Corporation Law: Specific corporate law framework of Delaware, often considered the most important state corporate law due to its widespread use

Model Business Corporation Act: Standardized set of laws prepared by the American Bar Association, serving as a template for many states' corporate laws

SEC Regulations: Rules and requirements set by the Securities and Exchange Commission for public companies and securities trading

Stock Exchange Requirements: Specific rules and standards set by stock exchanges (like NYSE or NASDAQ) for listed companies

Industry-Specific Regulations: Regulations specific to particular industries that may affect corporate governance and reporting requirements

IRS Requirements: Tax-related requirements and regulations from the Internal Revenue Service affecting corporate structure and operations

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