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Articles of Association and Shareholders Agreement is a fundamental document required when establishing a company in the United States or reorganizing existing shareholder relationships. This combined document serves dual purposes: the Articles portion establishes the company's basic constitution and operational framework, while the Shareholders Agreement section defines detailed rights and obligations between shareholders. It's typically used during company formation, when bringing in new investors, or when restructuring ownership. The document must comply with both federal and state-specific corporate laws, particularly in Delaware where many U.S. companies incorporate. It covers essential aspects such as share classes, voting rights, board composition, share transfer restrictions, and exit provisions.

1. Parties: Identification of the company and all shareholders

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the document

4. Company Name and Registered Office: Official company details and location

5. Share Capital Structure: Details of authorized and issued shares

6. Shareholders' Rights and Obligations: Core rights and responsibilities of shareholders

7. Board Structure and Governance: Composition and operation of the board

8. Transfer of Shares: Rules governing share transfers