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Articles Of Association Of A Limited Liability Company
"I need Articles of Association of a Limited Liability Company for a Nigerian tech startup launching in January 2025, with provisions for three share classes (including preference shares for investors), tag-along rights, and specific clauses for virtual board meetings."
1. Preliminary: Contains interpretation clauses and definitions of terms used throughout the Articles
2. Private Company Provisions: Declares the company's status as a private company and states restrictions on share transfers
3. Share Capital and Variation of Rights: Details the company's share capital structure, classes of shares, and procedures for varying share rights
4. Share Certificates: Procedures for issuing, replacing, and dealing with share certificates
5. Lien on Shares: Company's rights over partly paid shares and enforcement procedures
6. Calls on Shares: Procedures for making calls on partly paid shares and consequences of non-payment
7. Transfer and Transmission of Shares: Rules and procedures for transferring shares and handling transmission upon death
8. Forfeiture of Shares: Circumstances and procedures for share forfeiture
9. General Meetings: Rules for calling and conducting general meetings, including notice requirements
10. Proceedings at General Meetings: Procedures for conducting meetings, voting, and passing resolutions
11. Directors: Appointment, removal, powers, and duties of directors
12. Board Meetings: Procedures for conducting board meetings and decision-making
13. Secretary: Appointment and duties of the company secretary
14. Dividends and Reserves: Rules for declaring dividends and maintaining reserves
15. Accounts and Audit: Requirements for maintaining accounts and conducting audits
16. Notices: Methods and requirements for giving notices to members
17. Winding Up: Procedures for voluntary winding up and distribution of assets
1. Pre-emptive Rights: Detailed procedures for existing shareholders' rights to purchase new shares before they're offered to others
2. Tag-Along Rights: Provisions protecting minority shareholders in case of sale by majority shareholders
3. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in the sale of the company
4. Share Lock-up: Restrictions on share transfers for a specific period after incorporation
5. Alternate Directors: Provisions for appointment and powers of alternate directors
6. Electronic Communications: Provisions for conducting meetings and sending notices electronically
7. Conflict of Interest Management: Detailed procedures for handling directors' conflicts of interest
8. Corporate Social Responsibility: Provisions for company's social responsibility commitments
1. Schedule 1: Share Capital Structure: Detailed breakdown of share classes, rights, and initial shareholding
2. Schedule 2: First Directors and Secretary: Names and details of first directors and company secretary
3. Schedule 3: Matters Requiring Special Resolution: List of decisions requiring approval by special resolution
4. Schedule 4: Proxy Form: Standard form for appointing proxies for general meetings
5. Schedule 5: Share Certificate Format: Template for share certificates
6. Appendix A: Corporate Seal: Description and rules for use of corporate seal
7. Appendix B: Shareholding Register Format: Template for maintaining the register of shareholders
Authors
Financial Services
Technology
Manufacturing
Retail
Healthcare
Real Estate
Energy
Agriculture
Transportation
Professional Services
Construction
Education
Telecommunications
Mining
Entertainment
Hospitality
Legal
Corporate Secretariat
Compliance
Corporate Affairs
Board Secretariat
Risk Management
Corporate Governance
Executive Management
Shareholder Relations
Chief Executive Officer
Company Secretary
Legal Counsel
Corporate Governance Officer
Compliance Officer
Board Director
Chief Financial Officer
Corporate Affairs Manager
Risk Manager
General Counsel
Board Chairman
Company Registrar
Legal Administrator
Governance Specialist
Shareholder Relations Manager
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