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Limited Liability Company Articles Of Organisation Template for England and Wales

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Key Requirements PROMPT example:

Limited Liability Company Articles Of Organisation

"I need Limited Liability Company Articles of Organisation for a tech startup with three founding members, including specific provisions for share vesting over 4 years and tag-along rights for minority shareholders, to be implemented by March 2025."

Document background
Limited Liability Company Articles of Organisation are essential incorporation documents required when forming a company in England and Wales. They serve as the company's constitution, detailing how the company will be run, governed, and owned. These Articles must be prepared in accordance with the Companies Act 2006 and typically include provisions about share capital, director appointments, member rights, and decision-making processes. The document is filed with Companies House and becomes publicly available. While companies can adopt model articles provided by law, many choose to customize their Articles to suit specific business needs and shareholder arrangements.
Suggested Sections

1. Company Name and Type: Specification of company name and confirmation of limited liability status

2. Registered Office: Statement of registered office location in England or Wales

3. Object of the Company: Purpose and planned activities of the company

4. Share Capital: Details of share structure and classes

5. Directors: Rules regarding appointment, removal, and powers of directors

6. Members: Rights and obligations of members/shareholders

7. General Meetings: Procedures for conducting general meetings

Optional Sections

1. Share Transfer Restrictions: Additional controls on share transfers for private companies wanting to restrict share transfers

2. Pre-emption Rights: Rights of existing shareholders to purchase new shares, used when shareholders want protection against dilution

3. Tag-Along Rights: Rights of minority shareholders to join in sale of shares, used to protect minority shareholders

Suggested Schedules

1. Initial Shareholders: List of founding shareholders and their shareholdings

2. Share Rights: Detailed description of rights attached to different share classes

3. Matters Reserved for Shareholder Approval: List of decisions requiring shareholder consent

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

Relevant legal definitions


























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Industries

Companies Act 2006: The primary legislation governing company formation, operation, and regulation in the UK, including requirements for Articles of Association

Limited Liability Partnerships Act 2000: Legislation specifically dealing with the formation and operation of Limited Liability Partnerships in the UK

Company Names and Trading Disclosures Regulations 2015: Regulations governing how companies can name themselves and requirements for business disclosures

Companies (Model Articles) Regulations 2008: Provides the default template for Articles of Association that companies can adopt or modify

Small Business, Enterprise and Employment Act 2015: Legislation affecting small business operations and corporate transparency requirements

Corporate Insolvency and Governance Act 2020: Recent legislation affecting corporate governance and insolvency procedures

Companies House Guidelines: Official requirements and procedures for company registration and ongoing compliance with the UK business registry

FCA Regulations: Financial Conduct Authority regulations that may apply to certain types of companies and business activities

UK Corporate Governance Code: Set of principles of good corporate governance aimed at companies listed on the London Stock Exchange

Corporation Tax Act 2010: Primary legislation governing how companies are taxed in the UK

Finance Acts: Annual legislation implementing the government's budget decisions affecting company taxation and financial obligations

Value Added Tax Act 1994: Legislation governing VAT obligations and requirements for companies operating in the UK

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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