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Deed Of Association Template for United States

A Deed of Association is a foundational legal document used in the United States that establishes the existence of a corporation or association and specifies its basic structure and governance. It outlines the relationship between members, defines capital structure, establishes management frameworks, and sets forth the organization's primary objectives. This document must comply with both federal regulations and state-specific corporate laws where the entity is being formed.

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What is a Deed Of Association?

The Deed of Association serves as a fundamental constitutional document for organizations in the United States, establishing their legal existence and operational framework. This document is typically required when forming a new corporation or association, particularly when multiple founding members are involved. The Deed of Association must be drafted in compliance with both federal and state-specific requirements, making it essential to consider the jurisdiction of incorporation. It contains crucial information about ownership structure, governance mechanisms, capital distribution, and operational procedures.

What sections should be included in a Deed Of Association?

1. Parties: Identification of founding members/shareholders including full legal names, addresses, and registration details

2. Background: Purpose and context for establishing the association, including key business objectives

3. Definitions: Comprehensive list of defined terms used throughout the deed

4. Name and Registered Office: Legal name of the association and principal place of business details

5. Purpose: Detailed description of business objectives, scope of activities, and permitted operations

6. Capital Structure: Share classes, par value, authorized capital, and initial capitalization details

7. Management Structure: Governance framework, board composition, and decision-making procedures

8. Meetings and Voting: Rules for conducting meetings, voting procedures, and quorum requirements

9. Transfer of Shares: Procedures and restrictions for transferring ownership interests

10. Dissolution: Process and procedures for winding up the association

What sections are optional to include in a Deed Of Association?

1. Special Rights: Specific rights granted to certain members or share classes, used when different classes of membership exist

2. Foreign Operations: Rules governing international business activities, included when cross-border operations are planned

3. Intellectual Property Rights: Provisions governing IP ownership and protection, included when IP is a significant business asset

4. Dispute Resolution: Specific procedures for resolving internal disputes, including mediation and arbitration provisions

5. Tag-Along and Drag-Along Rights: Special provisions for share sales and transfers, used in closely-held associations

What schedules should be included in a Deed Of Association?

1. Schedule A - Initial Members: Complete list of founding members with their respective contributions and shareholdings

2. Schedule B - Share Capital Details: Detailed breakdown of share classes, rights, and initial share allocation

3. Schedule C - Board Resolution Template: Standard format for documenting board decisions and resolutions

4. Schedule D - Bylaws: Detailed operational rules and procedures governing the association's activities

5. Schedule E - Initial Officers: List of initial directors, officers, and their respective roles and responsibilities

Authors

Alex Denne

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

Jurisdiction

United States

Publisher

Ƶ

Cost

Free to use

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