A Company's Articles of Association serve as the constitutional document of a corporation in the United States, defining its relationship with shareholders and establishing its governance structure. They are required when forming a new corporation or modifying an existing one's structure. The document must comply with state-specific corporation laws, particularly in states like Delaware where many companies incorporate. Articles of Association typically include provisions about share capital, voting rights, board composition, and corporate decision-making processes.
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1. Company Name and Purpose: Legal name of the company and its primary business objectives
2. Registered Office: Official address and registered agent details
3. Share Capital: Details of authorized share capital, classes of shares, and rights attached
4. Board of Directors: Composition, appointment, removal, and powers of directors
5. Shareholders Rights and Meetings: Voting rights, meeting procedures, and shareholder decision-making processes
6. Share Transfers: Rules and procedures for transferring shares between parties
7. Corporate Administration: General administrative matters including record-keeping and corporate seal
8. Dissolution and Winding Up: Procedures for company dissolution and asset distribution
1. Pre-emptive Rights: Rights of existing shareholders to purchase new shares before they are offered to third parties
2. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares on same terms as majority shareholders
3. Drag-Along Rights: Rights allowing majority shareholders to force minority shareholders to join in the sale of the company
4. Special Share Classes: Provisions for special classes of shares with different rights and privileges
5. Conflict Resolution: Specific procedures for resolving disputes between shareholders or directors
1. Schedule A - Initial Shareholders: List of founding shareholders and their initial shareholdings
2. Schedule B - Share Certificate Template: Standard form for share certificates and transfer instruments
3. Schedule C - Board Resolution Templates: Standard forms for common board resolutions and corporate actions
4. Schedule D - Corporate Seal: Design specifications and usage guidelines for the corporate seal
5. Schedule E - Initial Directors: List of initial directors and their details
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