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Memorandum & Articles Of Association Template for United States

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Key Requirements PROMPT example:

Memorandum & Articles Of Association

"I need to draft a Memorandum & Articles Of Association for a new technology startup incorporating in Delaware, with provisions for multiple share classes and specific protections for minority shareholders, planned incorporation date March 2025."

What is a Memorandum & Articles Of Association?

The Memorandum & Articles of Association serves as the primary constitutional document for companies incorporating in the United States. This document is required during company formation and remains crucial throughout the company's existence. It combines the memorandum, which defines the company's relationship with external stakeholders, and the articles, which govern internal management. The document must comply with state-specific incorporation laws and federal regulations, making it essential for establishing legitimate corporate existence and operations.

What sections should be included in a Memorandum & Articles Of Association?

1. Company Name and Registration: Details of the company name, registered office, and registration number

2. Objects Clause: Statement of the company's primary business objectives and permitted activities

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

4. Members' Rights and Obligations: Rights, responsibilities, and limitations of shareholders

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

6. Meetings: Procedures for shareholder and board meetings, voting rights

What sections are optional to include in a Memorandum & Articles Of Association?

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

2. Tag-Along Rights: Provisions allowing minority shareholders to join in the sale of shares on the same terms as majority shareholders

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

What schedules should be included in a Memorandum & Articles Of Association?

1. Initial Shareholders: List of founding members and their shareholdings

2. Share Certificate Template: Standard form for share certificates

3. Board Resolutions: Initial board resolutions passed at incorporation

4. Corporate Seal: Company seal design and usage guidelines

Authors

Alex Denne

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

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Industries

Securities Act of 1933: Federal law requiring registration of securities offerings and detailed financial disclosures to protect investors

Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing the SEC's regulatory authority

Internal Revenue Code: Federal tax regulations affecting corporate structure, distributions, and tax obligations

Delaware General Corporation Law: Comprehensive state law governing corporate formation and operations in Delaware, often used as a model jurisdiction

Sarbanes-Oxley Act 2002: Federal law establishing enhanced corporate governance and financial reporting standards for public companies

State Corporation Laws: State-specific laws governing corporation formation, operation, and dissolution in the respective state

Blue Sky Laws: State-level securities regulations protecting investors from fraudulent offerings

State Tax Laws: State-specific tax regulations affecting corporate operations and reporting requirements

State Business and Professions Code: State regulations governing business practices and professional conduct

SEC Regulations: Federal rules and requirements for public companies and securities trading

Corporate Governance Requirements: Rules and principles defining company management structure, responsibilities, and accountability

Shareholder Rights: Legal provisions protecting shareholder interests, including voting rights and dividend entitlements

Board Structure Requirements: Regulations governing board composition, duties, and decision-making processes

Capital Structure Regulations: Rules governing share classes, authorized capital, and share issuance procedures

Meeting Procedures: Legal requirements for conducting shareholder and board meetings, including notice and voting procedures

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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