Articles of Operation for LLC (adapted as Articles of Association in the UK) serve as the constitutional document for a private limited company in England and Wales. This document is required during company formation and registration with Companies House, outlining the company's internal management structure, shareholder rights, and operational procedures. It establishes the framework for decision-making, share transfers, and corporate governance in compliance with the Companies Act 2006. The document is particularly crucial for defining relationships between shareholders, directors' powers, and protecting both majority and minority interests.
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1. Company Name and Type: Specifies the company name and its status as a private company limited by shares
2. Definitions and Interpretation: Defines key terms used throughout the articles
3. Share Capital: Details the structure and rights attached to company shares
4. Directors: Outlines directors' powers, responsibilities, and decision-making processes
5. Shareholders: Covers shareholders' rights, meetings, and voting procedures
6. Administrative Arrangements: Details company administration, records, and communications
1. Share Transfer Restrictions: Additional provisions to control share transfers between members, typically used for family businesses or closely-held companies
2. Tag-Along Rights: Provisions to protect minority shareholders in sale situations, giving them the right to join in sales on same terms
3. Drag-Along Rights: Provisions enabling majority shareholders to force minority shareholders to join in sale, useful for exit flexibility
1. Share Capital Schedule: Details initial shareholdings and share classes
2. Reserved Matters: Lists decisions requiring special approval
3. Directors' Powers: Detailed list of specific powers granted to directors
4. Proxy Forms: Standard forms for appointing proxies at meetings
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