[{"data":1,"prerenderedAt":480},["ShallowReactive",2],{"document-articles-of-association-long-form-D997":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":479},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"ARTICLES OF ASSOCIATION These Articles of Association (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Subscriber\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Second Subscriber\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] DEFINITIONS In these Articles, unless there be something in the subject or context inconsistent therewith: \"Act\" means the Companies Act ([STATE/PROVINCE]) as amended; \"Affiliate\" has the meaning ascribed to the term \"affiliated body corporate\" under the [COUNTRY] Business Corporations Act; \"Board\" means the directors of the Company for the time being; \"Company\" means the Company named above; \"Dividend\" includes bonus; \"Fiscal Year\" shall have the meaning ascribed to such term in Article [NUMBER] \"Lien\" means any interest in property or the income or profits there from securing an obligation owed to, or a claim by, a Person other than the owner (which for the purposes hereof shall include a possessor under a title retention agreement and a lessee under a lease herein below described) of such property, whether such interest is based on civil [YOUR COUNTRY LAW], common [YOUR COUNTRY LAW], statute or contract, and including but not limited to any security interest, hypothec, mortgage, pledge, lien, claim, charge, cession, transfer, assignment, encumbrance, title retention agreement, lessor's interest under a lease which would be capitalized on a balance sheet of the owner of such property or analogous interest in, of or on any property or the income or profits there from of a Person; \"Member\" and \"Shareholder\" are used interchangeably; \"Memorandum\" means the Memorandum of Association of the Company and all amendments thereto; \"Month\" means calendar month; \"Office\" means the registered office for the time being of the Company; \"Person\" means any individual, company, corporation, partnership, firm, trust, sole proprietorship, government or entity howsoever designated or constituted; \"Pre-Tax Profits\" for any period means the pre-tax profits of the Company for such period determined in accordance with generally accepted accounting principles applied on a consistent basis; \"Proxyholder\" includes an alternate proxyholder; \"Purchase Money Obligations\" means any indebtedness, created, assumed or guaranteed, in respect of the purchase price of property acquired by the Company or any Affiliate (whether or not secured), not exceeding [PERCENTAGE %] of such price and any extension, renewal or refunding of any such indebtedness, provided that the principal amount thereof outstanding at the date of such extension, renewal or refunding is not increased; \"Register\" means the register of members to be kept pursuant to [YOUR COUNTRY ACT]; \"Registrar\" means the Registrar of Joint Stock Companies for the time being; \"Reporting Company\" and \"Reporting Issuer\" have the meanings given to them respectively by the Act; \"Secretary\" includes any person appointed to perform the duties of Secretary of the Company temporarily; \"Share\" shall, for greater certainty, include a share in the capital stock of the Company designated as a \"Common Share\" and a \"Preferred Share\"; \"Shareholder\" means member as that term is used in the Act in connection with an unlimited company having share capital; \"Special Resolution\" has the meaning assigned by [YOUR COUNTRY ACT]; \"These Presents\" and \"these Articles\" includes these Articles of Association (and schedules thereto) and any modification or alteration thereof for the time being in force; \"Written\" and \"in writing\" mean and include words printed, lithographed, represented or reproduced in any mode in a visible form; Words importing the singular number only, include the plural number and vice versa; Words importing the masculine gender only, include the feminine gender; and Words importing persons include corporations. The directors may enter into and carry into effect or adopt and carry into effect any agreement or agreements from time to time made by or with the promoters of the Company by or on behalf of the Company with full power nevertheless from time to time to agree to any modification of the terms of such agreement or agreements either before or after execution thereof. The directors may, out of any moneys of the Company for the time being in their hands, pay all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration. The business of the Company may be commenced as soon after incorporation as the directors may think fit, and notwithstanding that part only of the shares may have been allotted. SHARES The authorized capital of the Company consists of [NUMBER] Common Shares without nominal or par value, with power to divide the shares in the capital for the time being into several classes and/or to attach thereto respectively any preferential, common, deferred or qualified rights, privileges or conditions, including restrictions on voting and including redemption or purchase of such shares, subject, however, to the Act and amendments thereto. Subject to the provisions of the agreement or agreements mentioned in Article [NUMBER] hereof, the shares shall be under the control of the directors who may allot or otherwise dispose of the same to such persons on such terms and conditions and at such times as the directors may think fit and with full power to give to any person the call of any shares during such time and for such consideration as the directors think fit. Shares may be registered in the names of any number of persons not exceeding three as joint holders thereof. Save as herein otherwise provided, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and accordingly shall not, except as ordered by a Court of competent jurisdiction, or as by statute required, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person. CERTIFICATES Certificates of title to shares shall be signed by the President or Vice-President or a director and either the Secretary or an Assistant Secretary or by such other person as the directors may authorize. The signature of the President or Vice-President may be engraved, lithographed or printed upon the certificates or any one or more of them, and any certificates bearing such engraved, lithographed or printed signature of the President or Vice-President, when signed by the Secretary or an Assistant Secretary or by such other persons as the directors may authorize, shall be valid and binding upon the Company. Every member shall be entitled to one certificate for all his shares or to several certificates each for one or more of such shares. Where shares are registered in the names of [NUMBER] or more persons, the Company shall not be bound to issue more than one certificate or one set of certificates, and such certificate or set of certificates shall be delivered to the person first named on the Register. If any certificate be worn out or defaced, then upon production thereof to the directors, they may order the same to be cancelled, and may issue a new certificate in lieu thereof; and if any certificate is lost or destroyed, then upon proof thereof to the satisfaction of the directors, and on such indemnity as the directors deem adequate being given, a new certificate in lieu thereof shall be given to the person entitled to such lost or destroyed certificate. The directors may cause to be kept in any place or places either in or outside of [COUNTRY/STATE/PROVINCE], one or more branch Registers. 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NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16",513,"https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":94,"description":6},"shareholders agreement",[96,98],{"label":17,"url":97},"business-legal-agreements",{"label":20,"url":99},"incorporation-agreement","/template/shareholders-agreement-D1016",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":89,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":113,"url":114},"General By-Laws Your business slogan here. Prepared By: [YOUR NAME] [YOUR JOB TITLE] Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com GENERAL BY-LAWS OF [YOUR COMPANY NAME] TABLE OF CONTENTS Pages 1. SEAL AND OFFICES 5 1.1. Corporate Seal 5 1.2. Registered Office 5 1.3. Other Offices 5 2. MEMBERSHIP 5 2.1. Definition of Person 5 2.2. Membership 5 2.3. Condition of Membership 6 2.4. Application for Membership 6 2.5. Membership Dues 6 2.6. Registration of System Members 6 2.7. Withdrawal 6 2.8. Removal 7 2.9. Regional Associations 7 3. MEETINGS 7 3.1. Fiscal Year and Time of Annual Meeting 7 3.2. Annual Meeting 7 3.3. Auditors' Report 7 3.4. General and Special General Meetings 7 3.5. Regional Meetings 8 3.6. Vote Allocation to Each Voting Member 8 3.7. Majority of Votes to Determine Question 8 3.8. Notice of Meeting Quorum 8 3.9. Error or Omission 8 3.10. Rules 8 4. BOARD OF DIRECTORS 9 4.1. Range 9 4.1.1. Directors - System Members 9 4.1.2. Directors - Service Members 9 4.1.3. Director - Trade Members 9 4.1.4. Certain Ex-officio Directors 9 4.1.5. Directors - Regions 10 4.1.6. Regions 10 4.2. Directors - Qualification 10 4.3. Directors - Re-election 10 4.4. Chairman Ex-officio Director 11 4.5. Vacation of Office 11 4.6. Directors' Meetings 12 4.7. Remuneration 12 4.8. Resignation 12 4.9. Powers - General 12 4.10. Agents, Employees 12 4.11. Remuneration - Agents, Employees 13 4.12. Delegation 13 4.13. Borrowing 13 4.14. Delegation Borrowing 13 4.15. No Restriction - Borrowing 13 4.16. Committees 13 5. EXECUTIVE COMMITTEE 14 5.1. Executive Committee 14 5.2. Powers 14 5.3. Meetings 15 5.4. Quorum 15 6. OFFICERS 15 6.1. Officers 15 6.2. Chairman 15 6.3. President 15 6.4. Secretary 16 6.5. Treasurer 16 6.6. Immediate Past Chairman 16 6.7. Absence of Chairman 17 6.8. Directors to Occupy Offices 17 6.9. Removal 17 6.10. Remuneration 17 7. INDEMNITIES TO DIRECTORS, OFFICERS AND OTHERS 17 7.1. Indemnity 17 8. NOMINATING COMMITTEE 17 8.1. Nominating Committee 17 8.2. Duties 17 9. EXECUTION AND CERTIFICATION OF DOCUMENTS 18 9.1. Execution 18 10. RULES AND REGULATIONS 18 10.1. Rules 18 10.2. Construction 18 11. AMENDMENT OF BY-LAWS 18 11.1. Amendment 18 11.2. Previous By-Laws 18 GENERAL BY-LAWS OF [YOUR COMPANY NAME] These General By-Laws are made and effective [DATE]. SEAL AND OFFICES Corporate Seal The corporate seal shall have inscribed thereon the name of [YOUR COMPANY NAME], referred hereto as the \"Corporation\". Registered Office The head office of the Corporation shall be in the City of [NAME OF THE CITY] in State/Province of [STATE/PROVINCE] or elsewhere in COUNTRY/STATE/PROVINCE] as may be determined from time to time by by-law of the Corporation pursuant to the applicable provisions of the [COUNTRY] Corporations [ACT/LAW/RULE] (the \"Act\"). Other Offices The Corporation may establish such other offices and agencies elsewhere within [COUNTRY/STATE/PROVINCE] as the board of directors of the Corporation (the \"Board of Directors\" or the \"Board\") may designate. MEMBERSHIP Definition of Person For the purposes of this By-law \"person\" includes a corporation, a subsidiary or division thereof, a partnership, joint venture, an individual or other entity. Membership Membership in the Corporation shall be limited to persons directly or indirectly engaged in, or supplying goods, equipment and services to the [INDUSTRY/MARKET] and shall consist of the following classes Voting members (the \"Voting Members\"): system members (the \"System Members\"), being persons engaged in the operation of the business; and service members (the \"Service Members\"), being persons engaged in the operation of services offered. Voting Members shall be entitled to receive notice of, to attend and to vote at all meetings of members as provided in this By-law. Non-voting members (the \"Non-Voting Members\"): trade members (the \"Trade Members\"), being persons engaged in the supply of goods, equipment, non-licensed services and other licensed distribution services to System Members; and associate members (the \"Associate Members\"), being persons who qualify for membership in the Corporation as described in Article [NUMBER] above, but are ineligible for membership as a System, Service or Trade Member. Subject to the provisions of Article [NUMBER], Non-Voting Members may receive notice of and attend all meetings of members provided that, they shall not be entitled to vote thereat. Condition of Membership A condition of membership in either of the [PERCENTAGE %] classes shall be that such membership shall not in the determination of the Board, either at the time of application or at any other time, prejudice the best interests of the Corporation or of a majority of its members. Application for Membership Application for membership shall be made in writing addressed to the Secretary in such form as the Board of Directors may from time to time prescribe. Election to membership shall be by majority vote of the directors (the \"Directors\" or \"Director\") present at any meeting of the Board. All applicants approved for membership shall abide by the Letters Patent, Supplementary Letters Patent and by [YOUR COUNTRY LAW] of the Corporation. Membership Dues Membership dues for each class or sub-class of members shall be that sum as is fixed by the Board of Directors from time to time. Registration of System Members Each and every System Member of the Corporation operating [NUMBER] or more systems, or having a sole or controlling interest in [NUMBER] or more persons operating such systems shall, as a condition of membership in the Corporation, register each and every one of such persons as System Members. For the purposes of this By-law, a System Member is deemed to control or have controlling interest in a person operating a [SYSTEM] where the System Member beneficially owns more than [PERCENTAGE %] percent: of the share capital (having full voting rights under all circumstances) of such person, if a corporation; or of any other ownership interest (having full voting rights under all circumstances) of such person, if not a corporation. Withdrawal Any members may withdraw from the Corporation by delivering a written resignation to the Secretary. Such member shall pay all membership dues due at the date of his, her or its resignation. Removal Any member may be required to resign by resolution of the Board of Directors. Prior to the adoption of such resolution the member affected shall have the right to appear before the Board of Directors and to be heard. Regional Associations The System Members of the Corporation may from time to time form an additional association of a regional or provincial nature. The Board of Directors, by resolution, may recognize such an association as an affiliate of the Corporation, provided that [PERCENTAGE %] percent of the subscribers served by those System Members constituting such association are also served by System Members of the Corporation and that the letters patent, supplementary letters patent, by-laws, rules, regulations or actions of such association, do not, at any time, prejudice the best interests of the Corporation or a majority of its members. The Board of Directors may, by resolution, revoke its recognition of any affiliate of the Corporation at any time, provided that such affiliate shall have the right to appear before the Board of Directors and to be heard. MEETINGS Fiscal Year and Time of Annual Meeting The fiscal year of the Corporation shall end on the last day of [MONTH] in each year and the annual meeting of the members (the \"Annual Meeting\") shall be held in [COUNTRY] within the [NUMBER] months following in such place and at such time and date as shall be designated by the Board of Directors. The Voting Members may resolve that a particular meeting of members be held outside [COUNTRY]. Annual Meeting At each Annual Meeting the Voting Members shall:","General By-Laws","19","https://templates.business-in-a-box.com/imgs/1000px/general-by-laws-D1008.png","https://templates.business-in-a-box.com/imgs/250px/1008.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1008.xml",{"title":109,"description":6},"general by-laws",[111,112],{"label":17,"url":97},{"label":20,"url":99},"general by laws","/template/general-by-laws-D1008",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":89,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":124,"keywords":123,"url":127},"OPERATING AGREEMENT This Operating Agreement is entered into as of the [DATE], BETWEEN: [INDIVIDUAL NAMES] (the \"Managing Members\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Non-Managing Members\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] The Managing Members and the Non-Managing Members are referred to herein collectively as the \"Members\". The Members have formed the Company by causing a Certificate of Formation (the \"Certificate\") conforming to the requirements of the [STATE] Revised Limited Liability Company Act (the \"Act\") to be filed in the Office of the Secretary of State for the State of [STATE]. NAME, PURPOSE AND PRINCIPAL OFFICE OF COMPANY Name The name of the Company is [COMPANY NAME],. The affairs of the Company shall be conducted under such name or such other name as the Managing Members may, in their discretion, determine. [COMPANY NAME] hereby grants the Company the right, at no cost, to use the [SPECIFY] name for the term of the Company as set forth in Article [SPECIFY] hereof. Agreement In consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members executing this Agreement hereby agree to the terms and conditions of this Agreement, as it may be amended from time to time. It is the express intention of the Members that this Agreement shall be the sole statement of agreement among them, and, except to the extent a provision of this Agreement expressly incorporates matters by express reference, this Agreement shall govern even when inconsistent with or different from the provisions of the Act or any other provision of law. Purpose; Powers Purpose. The primary purpose of the Company is to act as the general partner of [COMPANY NAME] (the \"Fund\"). Powers. Subject to all the terms and provisions hereof, the Company shall have all powers necessary, suitable or convenient for the accomplishment of the purpose of the Company, including, without limitation, the following: to purchase, sell, invest and trade in securities of every kind, including, without limitation, capital stock, limited partnership interests, bonds, notes, debentures, securities convertible into other securities, trust receipts and other obligations, instruments or evidence of indebtedness, as well as in rights, warrants and options to purchase securities. to make and perform all contracts and engage in all activities and transactions necessary or advisable to [SPECIFY] out the purposes of the Company, including, without limitation, the purchase, sale, transfer, pledge and exercise of all rights, privileges and incidents of ownership or possession with respect to any Company asset or liability; the borrowing or lending of money and the securing of payment of any Company obligation by hypothecation or pledge of, or grant of a security interest in, Company assets; and the guarantee of or becoming surety for the debts of others; and otherwise, to have all the powers available to it as a limited liability company under the Act. Registered Office and Agent The initial address of the Company registered office in [STATE] is, and its initial agent at such address for service of process is Incorporating Services Limited. The Managing Members may change the registered office and agent for service of process as they from time to time may determine. Principal Office The principal office of the Company shall initially be located at [ADDRESS]. The Managing Members may change the location of the principal office of the Company at any time. Definitions Additional Members. This term shall have the meaning ascribed to it in Paragraph 3.2. Affiliate. With reference to any person, any other person controlling, controlled by or under direct or indirect common control with such person. Agreement. This Operating Agreement of [COMPANY NAME], a [STATE] limited liability company. Assignee. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Bankruptcy. A person or entity shall be deemed bankrupt if: any proceeding is commenced against such person or entity as debtor for any relief under bankruptcy or insolvency laws, or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions and such proceeding is not dismissed within [NUMBER] days after such proceeding has commenced, or such person or entity commences any proceeding for relief under bankruptcy or insolvency laws or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions. Book Value. This term shall have the meaning ascribed to it in Paragraph 6.2(a). Capital Account. This term shall have the meaning ascribed to it in Paragraph 6.2(b). Capital Commitment. This term shall have the meaning ascribed to it in Paragraph 5.1. Capital Contribution. This term shall have the meaning ascribed to it in Paragraph 5.1(b). [SPECIFY]. The Company [PERCENTAGE] carried interest in the income of the Fund. Certificate. The Certificate of Formation of [COMPANY NAME], a [STATE] limited liability company. Code. [SPECIFY YOUR COUNTRY INTERNAL REVENUE ACT/CODE/LAW], as amended from time to time (and any corresponding provisions of succeeding law). Defaulting Member. This term shall have the meaning ascribed to it in Paragraph 5.4(a). Fiscal Quarter. This term shall have the meaning ascribed to it in Paragraph 6.2(c). Fiscal Year. This term shall have the meaning ascribed to it in Paragraph 6.2(d). Management Fee. The management fee receivable by the Company from the Fund. Net Income or Net Loss. This term shall have the meaning ascribed to it in Paragraph 6.2(e). Percentage Interest. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Sale or Exchange. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Securities Act. [YOUR COUNTRY ACT/CODE/LAW] as amended from time to time. Securities. Securities of every kind and nature and rights and options with respect thereto, including stock, notes, bonds, debentures, evidence of indebtedness and other business interests of every type, including interests in partnerships, joint ventures, proprietorships and other business entities. TMP. This term shall have the meaning ascribed to it in Paragraph 13.16. Termination Date. This term shall have the meaning ascribed to it in Paragraph 2.1. Treasury Regulations. The Income Regulations promulgated under the Code, as such Regulations may be amended from time to time (including corresponding provisions of succeeding Regulations). TERM AND TERMINATION OF THE COMPANY Term The term of the Company shall continue until [NUMBER] year after the dissolution of the Fund unless sooner terminated as provided in Paragraph 2.2 or by operation of law or extended as provided in Paragraph 2.3. The last day of the term of the Company, as such may be extended as provided herein, is referred to herein as the \"Termination Date.\" Termination The Company shall terminate prior to the end of the period specified in Paragraph 2.1 at the election of the Managing Members. The Managing Members shall deliver notice of such termination to the Non-Managing Members. Extension of Term The term of the Company may be extended by the Managing Members. The Managing Members shall provide notice of any such extension to the Non-Managing Members. INITIAL MEMBERS; CHANGES IN MEMBERSHIP Name and Address The persons listed on Exhibit A are hereby admitted as Members of the Company","Operating Agreement","21","https://templates.business-in-a-box.com/imgs/1000px/operating-agreement-D12798.png","https://templates.business-in-a-box.com/imgs/250px/12798.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12798.xml",{"title":123,"description":6},"operating agreement",[125,126],{"label":17,"url":97},{"label":17,"url":97},"/template/operating-agreement-D12798",{"description":129,"descriptionCustom":6,"label":130,"pages":131,"size":89,"extension":10,"preview":132,"thumb":133,"svgFrame":134,"seoMetadata":135,"parents":137,"keywords":136,"url":142},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":136,"description":6},"non disclosure agreement nda",[138,139],{"label":17,"url":97},{"label":140,"url":141},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":144,"descriptionCustom":6,"label":145,"pages":146,"size":89,"extension":10,"preview":147,"thumb":148,"svgFrame":149,"seoMetadata":150,"parents":152,"keywords":151,"url":160},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":151,"description":6},"employment agreement_at will employee",[153,156,159],{"label":154,"url":155},"Human Resources","human-resources",{"label":157,"url":158},"Hire an Employee","hire-employee",{"label":17,"url":97},"/template/employment-agreement_at-will-employee-D541",{"description":162,"descriptionCustom":6,"label":163,"pages":131,"size":89,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":169,"keywords":168,"url":176},"BOARD MEETING MINUTES [YOUR COMPANY NAME] Organization Name: Date: Location: Time: Board Members Present: [LIST NAMES] Board Members Absent: [LIST NAMES] Guests: List names and affiliations if any. Meeting Called to Order by: [NAME AND TIME] Approval of Previous Meeting Minutes: Motion by: [NAME] Seconded by: [NAME] Outcome: [APPROVED/AMENDED] [Agenda Item Title] Presenter: [NAME] Discussion Summary: Summarize the key points of discussion, including any differing views or debates. Action Items: Detail specific tasks decided upon, who is responsible, and any deadlines. Decisions Made: Summarize any decisions made, including vote outcomes if applicable. [Agenda Item Title] Presenter: [NAME] Discussion Summary: Summarize the key points of discussion, including any differing views or debates. Action Items: Detail specific tasks decided upon, who is responsible, and any deadlines. Decisions Made: Summarize any decisions made, including vote outcomes if applicable. Financial Report: Presented by: Summary: ","Board Meeting Minutes","https://templates.business-in-a-box.com/imgs/1000px/board-meeting-minutes-D13904.png","https://templates.business-in-a-box.com/imgs/250px/13904.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13904.xml",{"title":168,"description":6},"board meeting minutes",[170,173],{"label":171,"url":172},"Sales & Marketing","sales-marketing",{"label":174,"url":175},"Market Analysis","market-analysis","/template/board-meeting-minutes-D13904",false,{"seo":179,"reviewer":190,"quick_facts":194,"at_a_glance":196,"personas":200,"variants":225,"glossary":251,"fields":281,"how_to_fill":332,"common_mistakes":368,"faqs":385,"industries":410,"comparisons":427,"diy_vs_pro":440,"related_template_ids_curated":453,"schema":465,"classification":467},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183,"family":182,"is_canonical":177},"Articles of Association Long Form Template (Free Word)","Free Articles of Association long form template for company formation. Covers share structure, director powers, meetings, and governance rules. Free Word and PDF download.","articles of association template",[184,185,186,187,188,189],"articles of association long form template","articles of association template word","articles of association free download","company articles of association template","corporate governance document template","company constitution template",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":195,"legal_review_recommended":177,"signature_required":177},"easy",{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"Articles of Association (long form) is a foundational governance document that sets out the internal rules by which a company is managed — covering share structure, director powers, shareholder rights, meeting procedures, and decision-making authority. This free Word download gives you a fully structured, editable template you can complete online and export as PDF for filing with a company registry or retaining in your corporate records.\n","Use it when incorporating a new company, restructuring share classes, replacing model articles with a customized governance framework, or onboarding new shareholders who require a formal statement of company rules.\n","Company name and registered details, share capital and classes, director appointment and removal rules, board and shareholder meeting procedures, voting rights, dividend policy, transfer restrictions, and winding-up provisions.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"Startup founders","Establishing governance rules at incorporation before issuing equity to investors","persona-startup-founder",{"title":206,"use_case":207,"icon_asset_id":208},"Corporate lawyers and paralegals","Drafting bespoke articles for client companies replacing standard model articles","persona-corporate-lawyer",{"title":210,"use_case":211,"icon_asset_id":212},"Company secretaries","Maintaining up-to-date constitutional documents in the company's registered records","persona-company-secretary",{"title":214,"use_case":215,"icon_asset_id":216},"Small business owners","Formalizing governance when converting a sole proprietorship or partnership to a limited company","persona-small-business-owner",{"title":218,"use_case":219,"icon_asset_id":220},"Investors and venture capitalists","Reviewing or requiring amended articles as a condition of a funding round","persona-investor",{"title":222,"use_case":223,"icon_asset_id":224},"Finance directors","Updating share class rights and dividend provisions ahead of a restructuring or exit","persona-finance-director",[226,230,232,236,240,243,247],{"situation":227,"recommended_template":228,"slug":229},"Incorporating a simple single-class share company with one or two directors","Articles of Association Short Form","articles-of-association-long-form-D997",{"situation":231,"recommended_template":7,"slug":229},"Forming a company with multiple share classes and investor preference rights",{"situation":233,"recommended_template":234,"slug":235},"Establishing a nonprofit or charitable organization","Articles of Incorporation (Nonprofit)","articles-of-incorporation-D998",{"situation":237,"recommended_template":238,"slug":239},"Setting out the rules governing an LLC rather than a corporation","LLC Operating Agreement","llc-operating-agreement-D5209",{"situation":241,"recommended_template":87,"slug":242},"Recording shareholder rights and obligations between co-founders","shareholders-agreement-D1016",{"situation":244,"recommended_template":245,"slug":246},"Documenting board-level governance for an established company","Corporate Bylaws","corporate-governance-policy-D13943",{"situation":248,"recommended_template":249,"slug":250},"Passing a formal resolution to amend the existing articles","Special Resolution Template","minutes-of-meeting-of-directors-special-D16",[252,254,257,260,263,266,269,272,275,278],{"term":38,"definition":253},"The internal rulebook of a company that governs how it is managed, how decisions are made, and how shares are issued and transferred.",{"term":255,"definition":256},"Share Capital","The total value of shares a company is authorized to issue, divided into classes with defined rights attached to each.",{"term":258,"definition":259},"Ordinary Shares","The standard class of shares conferring voting rights and entitlement to dividends and residual assets after debts are paid on winding up.",{"term":261,"definition":262},"Preference Shares","Shares that carry a priority right to dividends or return of capital over ordinary shares, often used by investors in funding rounds.",{"term":264,"definition":265},"Quorum","The minimum number of directors or shareholders who must be present at a meeting for its decisions to be legally valid.",{"term":267,"definition":268},"Special Resolution","A shareholder vote requiring a supermajority — typically 75% of votes cast — used to approve changes to the articles or major structural decisions.",{"term":270,"definition":271},"Pre-emption Rights","The right of existing shareholders to be offered new shares in proportion to their current holdings before those shares are offered to outside parties.",{"term":273,"definition":274},"Transfer Restrictions","Provisions that limit how shares may be sold or transferred, often requiring board approval or giving existing shareholders first refusal.",{"term":276,"definition":277},"Indemnity","A provision protecting directors from personal liability for actions taken in good faith on behalf of the company, within the scope of their authority.",{"term":279,"definition":280},"Winding Up","The formal process of dissolving a company, liquidating its assets, paying its debts, and distributing any remaining funds to shareholders.",[282,287,292,297,302,307,312,317,322,327],{"name":283,"plain_english":284,"sample_language":285,"common_mistake":286},"Company name and registered office","States the full legal name of the company and the address of its registered office for official correspondence.","The name of the Company is [COMPANY FULL LEGAL NAME]. The registered office of the Company is situated at [REGISTERED ADDRESS], [CITY], [POSTCODE / ZIP].","Using a trading name rather than the registered legal name — filings referencing the wrong entity name can be rejected by the company registry.",{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Share capital and authorized shares","Defines the total number of shares the company may issue and their nominal value, broken down by class.","The share capital of the Company is $[AMOUNT] divided into [NUMBER] ordinary shares of $[NOMINAL VALUE] each and [NUMBER] preference shares of $[NOMINAL VALUE] each.","Setting authorized share capital too low at formation — issuing shares beyond the authorized limit requires a formal resolution and registry amendment, adding cost and delay.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Rights attached to each share class","Describes the voting, dividend, and capital distribution rights that attach to each class of share.","Each ordinary share carries one vote. Preference shareholders are entitled to a cumulative dividend of [X]% per annum before any dividend is paid on ordinary shares. On a winding up, preference shareholders rank ahead of ordinary shareholders for return of capital.","Leaving rights undefined for a new share class. Undefined rights default to the same rights as ordinary shares, which may not reflect the agreed commercial terms with investors.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Director appointment, removal, and powers","Sets out how directors are appointed and removed, who may do so, and the scope of the board's authority to manage company affairs.","The directors of the Company shall be appointed by ordinary resolution of the shareholders. A director may be removed by special resolution. The directors are authorized to exercise all the powers of the Company not reserved to shareholders by these Articles or by statute.","Granting directors unlimited powers without specifying reserved matters — decisions like issuing new shares or disposing of major assets should require shareholder approval.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Board meeting procedures and quorum","Governs how board meetings are called, minimum notice periods, quorum requirements, and how decisions are recorded.","Board meetings shall be convened on not less than [X] days' written notice. A quorum for a board meeting shall be [NUMBER] directors. Decisions shall be by simple majority of directors present and voting, with the chair holding a casting vote in the event of a tie.","Setting quorum at one director when the company has multiple directors — a sole director can then bind the company without any oversight or challenge.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Shareholder meeting procedures and voting","Defines how annual and extraordinary general meetings are called, notice periods, quorum, and voting thresholds for ordinary and special resolutions.","The Company shall hold an annual general meeting each calendar year. Notice of [X] days shall be given to all shareholders. An ordinary resolution requires a simple majority; a special resolution requires not less than 75% of votes cast.","Using a notice period shorter than the statutory minimum for the applicable jurisdiction — meetings held on insufficient notice can be invalidated, voiding the resolutions passed.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Pre-emption rights on new share issuance","Requires the company to offer newly issued shares to existing shareholders in proportion to their holdings before offering them to outside parties.","Before issuing any new shares, the Company shall offer such shares to existing shareholders pro rata to their current holdings at the same price and on the same terms as proposed to be offered to third parties. Shareholders shall have [X] days to accept or decline.","Omitting pre-emption rights entirely in early articles, then having to negotiate them in later funding rounds under pressure from investors.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Share transfer restrictions","Controls how shares may be transferred, including board approval requirements and rights of first refusal for existing shareholders.","No transfer of shares shall be registered unless the proposed transfer has been approved by the board and existing shareholders have been given [X] days' right of first refusal at the price offered to the proposed transferee.","Failing to specify the valuation mechanism when a shareholder exercises a right of first refusal — the absence of a pricing formula leads to disputes that can stall or block the transfer.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Dividend policy","Sets out when and how dividends may be declared, who authorizes them, and the order of priority between share classes.","Dividends shall be declared by the board and approved by ordinary resolution of shareholders. No dividend shall be paid on ordinary shares until all accrued preference dividends have been paid in full. Dividends shall be paid within [X] days of declaration.","Declaring dividends without confirming the company has sufficient distributable reserves — unlawful dividends must be repaid by shareholders and can expose directors to personal liability.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Winding up and distribution of assets","Specifies how remaining assets are distributed among shareholders after all debts and liabilities are settled on dissolution.","On a winding up, the assets of the Company remaining after payment of all debts and liabilities shall be distributed first to preference shareholders up to the amount paid up on their shares, and thereafter to ordinary shareholders in proportion to their holdings.","Not specifying distribution order when multiple share classes exist — ambiguity here leads to shareholder disputes at the worst possible moment, during dissolution.",[333,338,343,348,353,358,363],{"step":334,"title":335,"description":336,"tip":337},1,"Enter the company name and registered address","Use the exact legal name as it appears on the certificate of incorporation or as proposed for registration. Enter the full registered office address including postcode or ZIP.","Confirm the registered address is an address at which the company can legally receive statutory correspondence — not just a mailing address.",{"step":339,"title":340,"description":341,"tip":342},2,"Define the authorized share capital and classes","Set the total authorized share capital with the number of shares per class and their nominal value. Common structures for early-stage companies are a single class of ordinary shares; investor-backed companies typically add a preference share class.","Authorize more shares than you currently plan to issue — typically 10,000 or more — to give yourself room to issue equity to employees and future investors without needing to amend the articles.",{"step":344,"title":345,"description":346,"tip":347},3,"Specify the rights attached to each share class","For each class, state the voting rights (votes per share or none), dividend entitlement (fixed percentage or discretionary), and priority on winding up.","Attach a clear schedule of share rights rather than embedding them in the main body — it makes future amendments easier to locate and update.",{"step":349,"title":350,"description":351,"tip":352},4,"Set director appointment and removal rules","State the minimum and maximum number of directors, who may appoint or remove them (shareholders, the board, or specific shareholder classes), and what reserved matters require shareholder consent.","List at least three reserved matters requiring shareholder approval — issuing shares, disposing of major assets, and incurring debt above a threshold are the most common.",{"step":354,"title":355,"description":356,"tip":357},5,"Configure meeting procedures and quorum","Enter the notice periods for board and shareholder meetings, quorum numbers, and voting thresholds for ordinary and special resolutions. Confirm these meet or exceed the statutory minimums in your jurisdiction.","Consider allowing written resolutions in lieu of meetings — they are faster for routine decisions and save cost when shareholders are dispersed.",{"step":359,"title":360,"description":361,"tip":362},6,"Complete pre-emption and transfer restriction provisions","State whether pre-emption rights apply on new issuances and transfers, the notice period for exercise, and the mechanism for setting the price when right of first refusal is triggered.","Include a deadlock valuation mechanism — such as independent expert determination — so the transfer price cannot be disputed indefinitely.",{"step":364,"title":365,"description":366,"tip":367},7,"Review and file with the company registry","Review the completed articles against the applicable company law in your jurisdiction. File with the relevant company registry alongside the certificate of incorporation or as an amended filing.","Keep a fully executed signed copy in the company's registered records even when the registry does not require an original — you will need it for due diligence in any future funding round or sale.",[369,373,377,381],{"mistake":370,"why_it_matters":371,"fix":372},"Adopting model articles without customization","Default model articles grant broad director powers, no pre-emption protections, and no transfer restrictions — leaving shareholders exposed to dilution and unwanted third-party entry.","Use the long-form template to customize share class rights, pre-emption provisions, and reserved matters to match the agreed shareholder structure before filing.",{"mistake":374,"why_it_matters":375,"fix":376},"Setting authorized share capital too low","Issuing shares beyond the authorized limit is void. Amending authorized capital requires a shareholder resolution and a registry filing, adding cost and delay at exactly the moment — a funding round — when speed matters most.","Authorize at least 10,000 shares at formation, regardless of how many you plan to issue initially.",{"mistake":378,"why_it_matters":379,"fix":380},"Omitting a share transfer valuation mechanism","When a departing shareholder and the remaining shareholders disagree on price, an undefined valuation process can result in the transfer being blocked for months while legal costs accumulate.","Add a clause requiring an independent accountant to determine fair market value within 30 days if the parties cannot agree within 15 days of a transfer notice.",{"mistake":382,"why_it_matters":383,"fix":384},"Not specifying reserved matters requiring shareholder approval","Without a reserved matters list, directors can issue new shares, take on significant debt, or sell major assets without shareholder consent — materially diluting or harming minority shareholders.","Include a schedule of reserved matters covering at minimum: new share issuances, borrowings above a set threshold, disposal of assets above a set value, and approval of the annual budget.",[386,389,392,395,398,401,404,407],{"question":387,"answer":388},"What are Articles of Association?","Articles of Association are the internal constitutional rules of a company that govern how it is managed, how directors and shareholders make decisions, and how shares are issued and transferred. They are a legally required document in most jurisdictions and must be filed with the company registry at or shortly after incorporation. The long-form version provides detailed provisions tailored to the company's specific share structure and governance needs.\n",{"question":390,"answer":391},"What is the difference between the long form and short form Articles of Association?","Short-form articles adopt the jurisdiction's default model articles with minimal customization — suitable for a simple single-class, single-director company. The long-form version adds detailed provisions for multiple share classes, investor preference rights, pre-emption on transfers, board committees, reserved matters, and deadlock resolution. Companies with external investors, multiple founders, or complex share structures need the long form.\n",{"question":393,"answer":394},"Are Articles of Association the same as a Shareholders Agreement?","No. Articles of Association are a public document filed with the company registry that governs the company's internal management and is binding on all shareholders by virtue of company law. A Shareholders Agreement is a private contract between specific shareholders that can include confidential commercial terms. The two documents work together — the articles provide the constitutional framework; the shareholders agreement handles commercial matters not appropriate for public disclosure.\n",{"question":396,"answer":397},"Who needs to sign the Articles of Association?","Requirements vary by jurisdiction. In the UK, articles do not need to be signed to be valid — they are filed electronically with Companies House. In many other jurisdictions, founding shareholders or directors must sign before filing. Check the company registry requirements for your specific country before submitting.\n",{"question":399,"answer":400},"Can Articles of Association be amended after incorporation?","Yes. Articles can be amended by passing a special resolution — typically requiring 75% of shareholder votes — and filing the updated articles with the company registry. Some provisions, such as class rights attached to preference shares, may require consent of the affected class in addition to a general shareholder vote.\n",{"question":402,"answer":403},"What is the difference between Articles of Association and a Memorandum of Association?","A Memorandum of Association is a brief formation document confirming that the subscribers wish to form a company and agree to take at least one share each. In most modern jurisdictions it is a one-page formality. The Articles of Association is the substantive governance document setting out all internal rules. In older company law frameworks the two were separate documents; in the UK since the Companies Act 2006, the memorandum has been reduced to a standard prescribed form.\n",{"question":405,"answer":406},"Do I need a lawyer to prepare Articles of Association?","For a simple company with a single share class and straightforward governance, a well-structured template is typically sufficient. Engage a corporate lawyer when the company has multiple share classes with complex economic rights, when external investors require negotiated protections, when the company operates in a regulated industry, or when cross-border shareholders are involved. A template review typically costs $300–$800 and is worthwhile for any company planning to raise external capital.\n",{"question":408,"answer":409},"What happens if a company acts in breach of its Articles of Association?","Actions taken in breach of the articles — such as issuing shares without following pre-emption procedures or holding a meeting without proper notice — can be challenged by shareholders and declared invalid by a court. Directors who cause the company to breach its articles may also face personal liability for resulting losses. Keeping the articles up to date and following their procedures for every material decision is essential.\n",[411,415,419,423],{"industry":412,"icon_asset_id":413,"specifics":414},"Technology / SaaS","industry-saas","Multiple share classes for founder, employee option pool, and investor tranches; anti-dilution provisions for preference shareholders in successive funding rounds.",{"industry":416,"icon_asset_id":417,"specifics":418},"Professional Services","industry-professional-services","Restrictive transfer provisions ensuring shares stay within the partnership or professional group; drag-along and tag-along rights for orderly exits.",{"industry":420,"icon_asset_id":421,"specifics":422},"Financial Services","industry-fintech","Regulatory fit-and-proper requirements for director appointments; provisions restricting share ownership to approved persons under financial services licensing rules.",{"industry":424,"icon_asset_id":425,"specifics":426},"Manufacturing","industry-manufacturing","Family business succession provisions including pre-emption rights in favour of family members; valuation mechanisms designed for asset-heavy balance sheets.",[428,431,434,437],{"vs":87,"vs_template_id":429,"summary":430},"shareholders-agreement-D573","Articles of Association are a public constitutional document filed with the company registry and binding on all shareholders as a matter of law. A Shareholders Agreement is a private contract between specific shareholders covering commercial terms not suitable for public disclosure — such as dividend expectations, funding obligations, and founder vesting. Most companies with external investors use both.",{"vs":238,"vs_template_id":432,"summary":433},"operating-agreement-D573","An LLC Operating Agreement governs the internal rules of a limited liability company, the US entity type that has members rather than shareholders. Articles of Association apply to corporations or limited companies under company law frameworks common in the UK, Commonwealth countries, and many civil law jurisdictions. The documents serve the same governance function but apply to different entity types.",{"vs":245,"vs_template_id":435,"summary":436},"bylaws-D12718","Corporate Bylaws are the US equivalent of Articles of Association — they set out the internal governance rules of a corporation including director and shareholder meeting procedures, officer roles, and voting rights. In US practice, Bylaws are adopted alongside the Certificate of Incorporation; in UK and Commonwealth practice, Articles of Association serve the combined function.",{"vs":228,"vs_template_id":438,"summary":439},"","The short-form articles adopt the jurisdiction's model articles with minimal additions — suitable for a simple single-class company with one or two directors. The long form adds detailed share class rights, pre-emption provisions, reserved matters, transfer restrictions, and dispute resolution mechanisms needed by any company with multiple shareholders or external investment.",{"use_template":441,"template_plus_review":445,"custom_drafted":449},{"best_for":442,"cost":443,"time":444},"Founders incorporating a simple company with one or two share classes and no external investors","Free","30–60 minutes",{"best_for":446,"cost":447,"time":448},"Companies with multiple founders, an employee share option pool, or a first angel or seed investment round","$300–$800 for a corporate lawyer review","2–5 days",{"best_for":450,"cost":451,"time":452},"Series A or later funding rounds, regulated industries, cross-border shareholding structures, or complex preference share waterfalls","$1,500–$5,000+","1–3 weeks",[242,454,455,456,457,458,459,460,461,462,463,464],"general-by-laws-D1008","operating-agreement-D12798","non-disclosure-agreement-nda-D12692","employment-agreement_at-will-employee-D541","board-meeting-minutes-D13904","stock-certificate-and-common-stock-D97","term-sheet-D473","founders-agreement-D12653","certificate-of-corporate-resolution-D3","share-subscription-agreement-private-long-form-D343","certificate-of-incorporation-D1005",{"emit_how_to":466,"emit_defined_term":466},true,{"primary_folder":97,"secondary_folder":468,"document_type":469,"industry":470,"business_stage":471,"tags":472,"confidence":478},"incorporation-and-bylaws","form","general","startup",[473,474,475,476,477],"incorporation","governance","articles-of-association","company-formation","corporate-structure",0.95,"\u003Ch2>What is an Articles of Association Long Form?\u003C/h2>\n\u003Cp>\u003Cstrong>Articles of Association (long form)\u003C/strong> is a company's foundational governance document that sets out the detailed internal rules by which it is managed, its shares are structured, and decisions are made by directors and shareholders. Unlike a short-form or model-articles filing, the long form includes full provisions for multiple share classes, investor preference rights, pre-emption on new issuances and transfers, board and shareholder meeting procedures, reserved matters requiring shareholder consent, and dissolution rules. It is filed with the company registry at incorporation or when replacing earlier articles and is legally binding on the company and all its shareholders.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without clearly drafted articles, default statutory rules fill every gap — and those defaults rarely match the commercial arrangements agreed between founders and investors. A company that adopts standard model articles without customization has no share transfer restrictions, no pre-emption rights protecting existing shareholders from dilution, and no reserved matters preventing a director from issuing new shares or taking on debt without consent. When a shareholder dispute arises or a funding round triggers a rights question, the cost of correcting poorly drafted articles is measured in legal fees, delayed closings, and damaged relationships. This template gives you a complete, customizable starting point that covers every material governance provision a multi-shareholder company needs — before the moment it needs them.\u003C/p>\n",1781186042603]