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Articles Of Association Document
"I need Articles of Association Document for a new Irish technology startup planning to launch in March 2025, with provisions for multiple share classes, employee share schemes, and virtual board meetings."
1. Interpretation: Defines key terms used throughout the Articles and establishes rules of interpretation
2. Preliminary: Sets out the company's name, type, and registered office location
3. Share Capital and Rights: Details the company's share capital structure, classes of shares, and associated rights
4. Share Certificates: Procedures for issuing and replacing share certificates
5. Lien on Shares: Company's rights over shares where shareholders owe money to the company
6. Calls on Shares: Procedures for requiring shareholders to pay unpaid amounts on their shares
7. Transfer of Shares: Rules and procedures for transferring shares between parties
8. Transmission of Shares: Procedures for handling shares in cases of death or bankruptcy of shareholders
9. Alteration of Share Capital: Procedures for changing the company's share capital structure
10. General Meetings: Rules for calling and conducting shareholder meetings
11. Proceedings at General Meetings: Procedures for conducting general meetings, including voting
12. Directors: Appointment, removal, and powers of directors
13. Powers and Duties of Directors: Scope of directors' authority and responsibilities
14. Directors' Meetings: Procedures for board meetings and decision-making
15. Secretary: Appointment and duties of the company secretary
16. Dividends and Reserves: Rules for declaring and paying dividends
17. Accounts: Requirements for maintaining and auditing company accounts
18. Capitalisation of Profits: Procedures for converting profits into capital
19. Notices: Rules for giving notices to shareholders and directors
20. Winding Up: Procedures for company dissolution and asset distribution
1. Preference Shares: Detailed provisions for preference shares, required only if the company issues different classes of shares
2. Share Warrants: Provisions for issuing share warrants to bearer, optional for public companies
3. Restricted Shares: Provisions relating to restricted shares, needed for companies with employee share schemes
4. Electronic Communications: Provisions for electronic communications and virtual meetings, recommended for modern companies
5. Alternate Directors: Provisions allowing directors to appoint alternates, useful for larger companies
6. Borrowing Powers: Detailed provisions on company's borrowing powers, important for companies planning significant financing
7. Pre-emption Rights: Detailed provisions on shareholders' pre-emption rights, important for private companies
8. Drag Along and Tag Along Rights: Provisions protecting minority shareholders, useful for companies with multiple shareholders
9. Cross-Border Mergers: Provisions for cross-border mergers, needed for companies planning international operations
1. Schedule 1: Model Articles Exclusions: Lists provisions of the model articles that are excluded or modified
2. Schedule 2: Share Capital History: Details of share capital changes and historical share structures
3. Schedule 3: Proxy Form: Standard form for appointing proxies for general meetings
4. Schedule 4: Directors' Written Resolution: Template for directors' written resolutions
5. Schedule 5: Shareholders' Written Resolution: Template for shareholders' written resolutions
6. Appendix A: Share Certificate Format: Template for share certificates
7. Appendix B: Board Meeting Procedures: Detailed procedures for conducting board meetings
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