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Model A Articles Of Association for the United States

Model A Articles Of Association Template for United States

Model A Articles of Association is a standardized founding document required for corporation formation in the United States. It establishes the basic framework for corporate governance, including share structure, management responsibilities, and operational procedures. This document must comply with state-specific corporation laws and federal regulations, serving as the constitutional document of the company that defines its relationship with shareholders and directors.

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Model A Articles Of Association

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What is a Model A Articles Of Association?

Model A Articles of Association serves as the foundational document for corporations in the United States, required during the incorporation process. This document outlines the company's internal rules and procedures, including share classes, voting rights, director appointments, and corporate governance structures. It must be filed with the relevant state authority and comply with both federal and state-specific requirements. The Model A format provides a standardized template that meets common regulatory requirements while allowing customization for specific business needs.

What sections should be included in a Model A Articles Of Association?

1. Name and Type of Company: Company name, registration details, and type of corporation

2. Registered Office: Official registered address and principal place of business

3. Purpose: Statement of company's business objectives and permitted activities

4. Share Capital: Details of authorized share capital, classes of shares, and rights attached

5. Directors: Powers, duties, appointment, and removal procedures for directors

6. Shareholders' Rights: Voting rights, meeting procedures, and dividend rights

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

1. Pre-emptive Rights: Rights of existing shareholders to purchase new shares before they are offered to non-shareholders

2. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake on same terms and conditions

3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale of the company

What schedules should be included in a Model A Articles Of Association?

1. Share Capital Structure: Detailed breakdown of share classes and rights

2. Initial Directors: List of first directors and their details

3. Form of Share Certificate: Template for company share certificates

4. Proxy Form: Standard form for appointing proxies at shareholder meetings

Authors

Alex Denne

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

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
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Industries

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

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

Sarbanes-Oxley Act 2002: Federal law enhancing corporate responsibility, financial disclosures, and combat corporate accounting fraud

Dodd-Frank Act: Comprehensive financial reform law addressing various aspects of financial regulation including corporate governance and transparency

Delaware General Corporation Law: Primary state law governing corporate operations in Delaware, often used as a model for corporate governance

Model Business Corporation Act: Standard set of laws concerning corporate governance that serves as a template for many states' corporate laws

NYSE Listing Requirements: Specific rules and standards that companies must meet to list and maintain listing status on the New York Stock Exchange

NASDAQ Listing Requirements: Comprehensive set of rules and requirements for companies to list and maintain listing status on the NASDAQ exchange

Internal Revenue Code: Federal tax laws governing corporate taxation, structures, and related financial obligations

State Corporate Tax Laws: State-specific regulations governing corporate taxation and financial obligations at the state level

SEC Regulations: Federal rules and guidelines governing corporate conduct, reporting requirements, and investor protection

Blue Sky Laws: State-level securities regulations designed to protect investors against fraudulent sales practices and activities

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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