The Model Memorandum and Articles of Association serves as the primary constitutional document for companies incorporating in the United States. It is typically required during company formation and provides the framework for how the company will be governed. The document includes essential information about share capital, shareholder rights, director responsibilities, and corporate governance procedures. It must comply with relevant state corporation laws (such as Delaware General Corporation Law) and federal regulations. This document is particularly crucial for startups seeking investment, companies planning future IPOs, or businesses requiring clear governance structures.
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1. Company Name and Details: Legal name, registered office, and business purpose of the company
2. Share Capital: Details of authorized share capital, classes of shares, and rights attached to each class
3. Directors and Officers: Powers, duties, appointment procedures, removal procedures, and compensation of directors and officers
4. Shareholders' Rights: Voting rights, meeting procedures, dividend rights, and other shareholder entitlements
5. Corporate Governance: Management structure, decision-making processes, and internal controls
6. Meetings and Voting: Procedures for shareholder and board meetings, voting mechanisms, and quorum requirements
7. Share Transfers: Rules and procedures for transferring shares, including any restrictions
1. Pre-emptive Rights: Provisions giving existing shareholders first right to purchase new shares before they are offered to outside parties
2. Tag-Along Rights: Provisions protecting minority shareholders by allowing them to join in when majority shareholders sell their shares
3. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in a sale of the company
4. Dispute Resolution: Procedures for resolving disputes between shareholders or between shareholders and the company
5. Anti-dilution Protection: Provisions protecting shareholders from dilution in case of new share issuances
1. Initial Shareholders Schedule: List of founding shareholders with their respective shareholdings and share classes
2. Share Certificate Template: Standard form for share certificates including required legal text and security features
3. Board Resolution Templates: Standard forms for common board resolutions and corporate actions
4. Corporate Seal Specification: Design and specifications of the company seal and its authorized usage
5. Officers' Duties and Responsibilities: Detailed description of roles and responsibilities of corporate officers
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