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Articles Of Association Of A Private Company
I need Articles of Association of a Private Company for a new technology startup incorporating in March 2025, with two share classes (common and preferred) and provisions for future venture capital investment, including tag-along and drag-along rights.
1. Corporate Name and Number: The official registered name of the corporation and its registration number
2. Registered Office: Address of the company's registered office
3. Share Capital Structure: Details of authorized share capital, including classes of shares and their respective rights and restrictions
4. Share Transfer Restrictions: Provisions governing how shares can be transferred, including any right of first refusal
5. Directors: Rules regarding the appointment, removal, and powers of directors, including minimum/maximum number
6. Shareholders Meetings: Rules for conducting shareholders meetings, including notice requirements, quorum, and voting procedures
7. Board Meetings: Procedures for board meetings, including frequency, notice requirements, and voting
8. Officers: Provisions regarding appointment and duties of corporate officers
9. Banking and Financial Matters: Authorization for banking arrangements and financial transactions
10. Corporate Records: Requirements for maintaining corporate records and access rights
11. Notices: Methods and requirements for giving notice of meetings and other corporate matters
1. Pre-emptive Rights: Gives existing shareholders priority rights to purchase new share issuances - include when shareholders want to maintain their proportional ownership
2. Tag-Along Rights: Allows minority shareholders to join in the sale of shares by majority shareholders - include for minority shareholder protection
3. Drag-Along Rights: Enables majority shareholders to force minority shareholders to join in the sale of shares - include to facilitate potential future sale
4. Share Purchase Financing: Provisions for company-assisted share purchase financing - include if the company plans to help finance share purchases
5. Different Classes of Shares: Detailed provisions for multiple share classes - include if the company will have complex share structures
6. Alternate Directors: Provisions for appointment of alternate directors - include if board flexibility is desired
7. Electronic Meetings: Specific provisions for conducting virtual meetings - include for modern corporate governance
8. Conflict of Interest: Detailed procedures for handling director conflicts - include for enhanced governance
1. Schedule A - Share Capital: Detailed description of share classes and their respective rights, preferences, and restrictions
2. Schedule B - Initial Directors and Officers: List of first directors and officers of the corporation
3. Schedule C - Form of Share Certificate: Template for share certificates including required legal text and format
4. Schedule D - Share Transfer Form: Standard form for documenting share transfers
5. Schedule E - Shareholder Resolution Templates: Standard templates for common shareholder resolutions
6. Schedule F - By-law No. 1: General by-law governing the regulation of business and affairs of the corporation
7. Appendix 1 - Defined Terms: Comprehensive list of defined terms used in the Articles
8. Appendix 2 - Meeting Procedures: Detailed procedures for conducting various corporate meetings
Authors
Technology
Manufacturing
Professional Services
Retail
Healthcare
Financial Services
Real Estate
Construction
Energy
Transportation
Agriculture
Mining
Telecommunications
Education
Entertainment
Legal
Corporate Governance
Board of Directors
Executive Leadership
Compliance
Corporate Affairs
Shareholder Relations
Risk Management
Corporate Administration
Company Secretariat
Chief Executive Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Board Director
Chief Financial Officer
Corporate Governance Officer
Managing Director
Shareholder Relations Manager
Risk Manager
Board Chairman
Company President
Chief Legal Officer
Corporate Administrator
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