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Articles Of Organisation With Statement Of Conversion Template for England and Wales

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Key Requirements PROMPT example:

Articles Of Organisation With Statement Of Conversion

"I need Articles of Organisation With Statement of Conversion to convert my successful digital marketing consultancy from a sole proprietorship to a private limited company, with three new shareholders and specific provisions for future equity distribution to key employees."

Document background
Articles of Organisation With Statement of Conversion is a specialized legal document used when transforming an existing business entity into a different corporate structure under English and Welsh law. This document is particularly relevant when sole traders, partnerships, or LLPs wish to convert to a limited company structure. It contains both the standard constitutional requirements for a new company and specific provisions addressing the conversion process, including asset transfer mechanisms, shareholding arrangements, and governance structures. The document must comply with Companies House requirements and the Companies Act 2006, ensuring a smooth transition while maintaining legal compliance.
Suggested Sections

1. Company Details: Name, registered office, company number, and business type

2. Statement of Conversion: Declaration of intent to convert and type of conversion

3. Share Structure: Details of share classes, rights, and initial shareholdings

4. Directors: Initial directors and their details

5. Objects: Company's business purpose and activities

Optional Sections

1. Restricted Objects: Used when company activities need specific limitations

2. Pre-emption Rights: Include when shareholders should have first refusal on new shares

3. Board Committees: Include for larger organizations requiring specific governance structures

Suggested Schedules

1. Asset Transfer Schedule: Details of assets being transferred from old to new entity

2. Initial Shareholders: List of shareholders and their holdings post-conversion

3. Existing Contracts: Schedule of contracts being transferred to new entity

4. Employee Information: Details of employees transferring to new entity

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºìÐÓÖ±²¥ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Companies Act 2006: Primary legislation governing company formation, operation, and management in England and Wales. Provides the fundamental legal framework for company structures and corporate governance.

Limited Liability Partnerships Act 2000: Legislation governing the formation and operation of Limited Liability Partnerships, relevant when converting from or to an LLP structure.

Companies (Registration) Regulations 2008: Detailed regulations specifying requirements for company registration procedures and documentation.

Company Names and Trading Disclosures Regulations 2015: Regulations governing company naming conventions, restrictions, and requirements for business identification in communications.

Companies (Model Articles) Regulations 2008: Provides standard template articles of association that can be used as a basis for company formation.

Companies (Cross-Border Mergers) Regulations 2019: Regulations governing cross-border corporate restructuring and conversions involving UK companies.

Companies House Requirements: Administrative requirements and guidelines set by the UK's registrar of companies for company registration and ongoing compliance.

FCA Regulations: Financial Conduct Authority regulations that may apply depending on the nature of the business being converted.

Corporation Tax Act 2010: Primary legislation governing corporate taxation, relevant for tax implications during company conversion.

Finance Act: Annual legislation that implements changes to tax law, affecting the tax treatment of corporate conversions.

VAT Regulations: Value Added Tax regulations that need to be considered during business structure conversion, especially regarding registration and compliance.

Asset Transfer Regulations: Legal framework governing the transfer of assets during company conversion, including property, intellectual property, and other business assets.

Employment Law: Legal requirements regarding the transfer of employees and employment contracts during company conversion (including TUPE regulations where applicable).

Contractual Obligations Review: Legal requirement to review and potentially novate existing contracts when converting business structure.

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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