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Company's Articles Of Association
"I need to draft Articles of Association for a Canadian technology startup incorporating federally in January 2025, with two share classes (common and preferred) and provisions for a future board of up to 7 directors."
1. Name and Office: States the company's legal name and registered office address
2. Interpretation: Defines key terms used throughout the Articles and rules for interpreting the document
3. Share Capital: Details the authorized share capital, classes of shares, and their respective rights and restrictions
4. Share Certificates and Transfers: Procedures for issuing share certificates and transferring shares
5. Shareholders: Rights, obligations and procedures for shareholder meetings, voting, and resolutions
6. Directors: Number of directors, qualifications, election/removal procedures, powers, and duties
7. Officers: Appointment, duties, and responsibilities of corporate officers
8. Meetings of Directors: Procedures for board meetings, voting, and decision-making
9. Protection of Directors and Officers: Indemnification and insurance provisions for directors and officers
10. Dividends and Rights: Procedures for declaring dividends and other distributions
11. Banking and Financial Matters: Banking arrangements, signing authorities, and financial procedures
12. Notices: Methods and requirements for giving notice of meetings and other corporate communications
13. Amendment of Articles: Procedures for amending the Articles of Association
1. Pre-emptive Rights: Include when shareholders should have first right to purchase new shares before they're offered to others
2. Share Buy-back Provisions: Include for private companies wanting the ability to repurchase shares
3. Tag-along and Drag-along Rights: Include for companies with multiple shareholders to facilitate future sales
4. Special Share Class Provisions: Include when creating multiple share classes with different rights
5. Executive Committee: Include when delegating certain board powers to a smaller committee
6. Advisory Board: Include when establishing a non-binding advisory body
7. Conflict Resolution: Include detailed dispute resolution procedures for closely-held companies
8. Non-Competition Provisions: Include restrictions on shareholder competition with the company
1. Share Capital Schedule: Detailed breakdown of share classes and their respective rights
2. Initial Directors and Officers: List of first directors and officers upon incorporation
3. Form of Share Certificate: Template for company share certificates
4. Shareholder Agreement Summary: Summary of key provisions from any existing shareholder agreement
5. Corporate Seal: Image and description of the corporate seal if adopted
6. Special Resolution Templates: Standard forms for special resolutions
7. Board Committee Charters: Terms of reference for standing committees of the board
Authors
Technology
Manufacturing
Retail
Professional Services
Financial Services
Healthcare
Real Estate
Energy
Mining
Agriculture
Transportation
Education
Non-Profit
Construction
Entertainment
Telecommunications
Legal
Corporate Governance
Board of Directors
Executive Leadership
Corporate Secretariat
Compliance
Administrative
Finance
Risk Management
Shareholder Relations
Chief Executive Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Chief Legal Officer
Board Director
Chairman of the Board
Chief Financial Officer
Compliance Officer
Corporate Governance Officer
Managing Director
General Counsel
Corporate Secretary
Board Member
Incorporation Agent
Corporate Administrator
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