Articles of Association

Articles of Association Of [Insert Name of Corporation]

This Articles of Association (hereinafter referred to as the "Article") is undersigned as of the date of [Insert Date] and is as per the state of [Insert State] Company pursuant to the section [Insert Name of Legal Regulation, Section, Number and Year] in order to form [Insert Form of the Company]. This Article shall be effective as on the date of forming of the Company (hereinafter referred to as the “Effective Date”), under the presence of [Insert Witness Name and Designation] in the region of [Insert Country], [Insert State].

The Members enter into this Article to provide for initial organization and governance of the Company and the conduct of its business under [Insert Name of Legal Regulation].
 

NOW THEREFORE, the Members agree as follows: 

1. Introduction

1.1 The official name of the Company shall be [Insert Company Name].

1.2 The entity incorporated on the basis of executing and confirming this Article shall be a [Insert Form of Company].

1.3 The address of the Company shall be [Insert Company Address].

1.4 The Company is formed for the purposes of engaging in any lawful act or activity for which [Insert Form of Company] can be organized under [Insert Name of Legal Regulation], including but not limited to [Insert Type of Business] 

1.5 The names and addresses of the Members and their respective percentage ownership interests are as follows:

[Insert Name of Member]                         [Insert Percentage]%

[Insert Address of Member]

[Insert Name of Member]                         [Insert Percentage]%

[Insert Address of Member]

1.6 This article has been prepared by the following whose details are mentioned herewith.

         a. [Insert Document Filler Name, Address]

1.7 The Company is not allowed to issue an invitation to extend for any share subscription.

 1.8 The Members of the Company hereby organized shall be limited to [Insert Number]. 

1.9 The liability of the Members is limited to the amount, if any, unpaid on the shares in the Company held by them.
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2. Rights of the Members

2.1 The Members of the Company are subject to the rights and responsibilities established by this Article and the legislation of  [Insert State].

2.2 The Member has the right to manage his / her share in person or through a representative. Representation must be duly notarized.

2.3 The Member of the Company has the right to participate in the management of the Company, which means the right to attend the meeting of the Members, to participate in the discussion of any issue included in the agenda of the meeting.

2.4 The Member is entitled to receive a dividend from the net profit of the Company.

2.5 The Member has the right to participate in the distribution of the property remaining as a result of the liquidation of the Company.

2.6 Members of the Company have the right to transfer their shares to transferees who can be other Members of the Company or the ones not associated with the Company. The terms for the proceeding of the transfer of shares is as enlisted below:

[Insert Terms for Transfer of Shares]
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3. Shares

3.1 Loss of share

In case any Member fails to pay any part of the price of their share, fully or in part, on the day of payment which is to be mentioned beforehand in the following document: [Insert Name of the Document], the Board may serve a written notice informing the specific Member of the fact that such obligation has been delayed for [Insert Number] days by which the payment is to be made. If the Member fails to contribute the payment, the share will be lost and other Members shall have the right to sell the share or use it otherwise. 
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3.2  Share Buyback

The right to buyback shares depends solely on the policy and decision of the Company and such right is not prohibited with this Article. 
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4. Responsibilities of the Members

A Member of the Company is obliged:

1. not to disclose confidential information related to the activities of the Company;
2. not to cause damage to the business reputation of the Company and not to bring harm to the Company with its actions.
3. to make a contribution (including additional) to equity. 
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5. General Meeting

5.1 The supreme governing body of the Company is the general meeting.

5.2 General meeting is held [Insert Number] times a year between and makes a decision on the annual results.

5.3 The following have the right to convene an extraordinary meeting: [Insert such Persons]

5.4 The initiator of convening an extraordinary meeting of Members shall submit the request for convening an extraordinary meeting to the Director with reference to the agenda of the meeting. If the Director does not convene the meeting within [Insert Number] days of the request, the meeting may be convened directly by the Member.

5.5 The Member has the right to participate in the work of the meeting through a representative, the representation must be signed, in writing, with a notarized certificate;

5.6 The general meeting is chaired (chaired) by one of the Members. At the general meeting the chairperson is elected by a simple majority of the votes of the Members present at the meeting, who subsequently chairs the meeting until a new chairperson is elected;

5.7 Minutes on the progress and decision of the meeting are drawn up and signed by the chairman of the meeting. The minute may be signed by some or all of the Members present at the meeting;

5.8 If a notary is present at the meeting at the invitation of the Members, then the minutes of the meeting shall be drawn up by a notary who shall sign the minutes of the meeting together with the chairman of the meeting. Any Member has the right to request from a notary and receive a notarized copy of the minutes of the meeting. 
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6. Board of Directors

6.1  Managing the Company

6.1.1 The Company is managed by a Director or a board of Directors.

6.1.2 A Director can be a Member of the Company. 

6.1.3 The Director of the Company is appointed and dismissed by the general meeting. A Director is considered appointed if he / she is supported by Members holding more than [Insert Number] percent of the Company.

6.1.4 A decision to dismiss a Director shall take effect upon its receipt. Upon dismissal, the Director is obliged to cease his duties and ensure the transfer of cases to one of the Members of the Company. 
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6.2 Rights of the Director/Board of Directors

6.2.1 The Director represents the Company in relation to third parties.

6.2.2 The Director is responsible to the Company for the violation of the restriction of representative powers.

6.2.3 The Director exercises his / her powers in writing, if necessary - through notarized decisions. 
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6.3 Obligations of the Director/Board of Directors

6.3.1 The Director is obliged to conduct the affairs of the Company in good faith. He should take care of the affairs of the Company in the same way as an ordinary, sensible person in a similar position and under the same conditions, and he should act in the belief that this action is most favorable for the Company. If the Director breaches this obligation, he is liable to the Company. In this case, the Director must prove that he has not breached his obligation; 
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7. Voting Rights

Voting rights shall be granted to the Members at a meeting through [Insert Mode of Voting] and each Member shall be restricted to one attempt of voting in any case. Members with the failed obligation to contribute shares in the Company shall be refrained from exercising their voting rights in a meeting unless the payment of shares is recorded in a due manner.  
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8. Accounts

The Board shall be completely responsible for authorizing over the accounts and books of the Company, and hence shall be responsible for random inspection of Members irrespective of the Directors. No Member apart from the Board shall have access to the accounts, minutes and books of the Company, unless otherwise specified by the Board with the decision made on the basis of the majority votes. The Company is liable to maintain the record and books of account at its registered office address for a period of [Insert Period of Time]. 
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9. Audit 

The Board of Directors shall be responsible for appointing the Auditor of the Company within [Insert Number] month of the Company's formation. Every annual general meeting shall look forward to the appointment of a new Auditor with regards to the terms of the appointment of an Auditor according to this Article herein. The Board shall determine the payment of the Auditor in the general meeting on the basis of the majority of votes. Furthermore, the Board may post for any casual vacancy in the office of the Auditor during which all other Auditors may start to act as per so, to the extent that such vacancy shall only be available at the resignation of the Auditors assigned, the written notice of which must be delivered to the Board.
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10. Dividends 

10.1 Members have the right to receive dividends.

10.2 Dividends are paid each time based on a decision made by the general meeting of Members, which can be taken [Insert Period of Time]. The decision shall be taken by [Insert Percent] of the votes of the Members with the right to vote at the general meeting.

10.3 At the general meeting in accordance with the rule provided for in paragraph 9.2 of this Article, in case of making a relevant decision, the Members have the right to receive the interim profit of the Company as a dividend. Intermediate dividends can be distributed several times a year.
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11. Indemnity

The Members shall indemnify the Company against any losses and/or damages or expenses arising out of a breach of the undertakings of this Article. To exclude all misunderstandings, it is acknowledged that the Director(s) of the Company shall act according to the business judgment rule and any action exceeding such rule shall cause their liability as well.
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12. Injunctive Relief

The Members hereby acknowledge and agree that in the event of any breach of this Article by any of them, including, without limitation, the actual or threatened breach, Company would suffer an irreparable injury such that no remedy at law would adequately protect or appropriately compensate Company for such injury, including the non-breaching Member. Accordingly, the Members agree that a non-breaching Member shall have the right to seek to enforce this Article and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that it may have for a breach of this Article.
 

13. Dispute Resolution 

A Member that wishes to initiate the dispute resolution process shall send written notice to the other Member with a summary of the controversy and a request to initiate these dispute resolution procedures. If within thirty (30) days after attempt to negotiate the Members have not succeeded in negotiating a resolution of the dispute, either Member may elect to submit such matter for resolution by arbitration in [Insert Name of State], administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The language to be used in the arbitral proceedings shall be English.  There shall be [Insert Number of Arbitrators] Arbitrators which shall be appointed by [Insert Member Name or Names]. The Arbitrators' decision shall be final and binding on all the Members. All aspects of the arbitration shall be treated as confidential. Neither the Members nor the arbitrators may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements.  Before making any such disclosure, a Member shall give written notice to the other Member and shall afford such Member a reasonable opportunity to protect its interests.

14. Severability

If any provision of this Article is found by a court or other governmental authority of competent jurisdiction to be unenforceable or invalid, such unenforceability or invalidity shall not render this Article unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law.
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15. Successors and Assigns

The Members’ rights and obligations under this Article will bind and inure to the benefit of their respective successors and permitted assigns. The Member shall not assign or delegate its obligations under this Article, either in whole or in part, without the prior written consent of other Members majority votes. 
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16.  Notice

Any notice permitted or required to be given under this Article shall be in writing and shall be delivered by personal delivery, by any method of mail (postage prepaid) requiring return receipt, by overnight courier, email or by facsimile, to the party to be notified at its address given on the signature page of this Article, or at any address such party has previously designated by prior written notice to the other.  Notice shall be deemed sufficiently given for all purposes upon the earliest of: (a) the date of actual receipt; (b) if mailed, three (3) days after the date of postmark; (c) if delivered by overnight courier, the next business day the overnight courier regularly makes deliveries; or (d) if delivered by facsimile, receipt of automatically-generated confirmation of facsimile transmission.
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17.  Interpretation

The headings preceding the text of the sections of this Article are inserted solely for convenience and ease of reference only and shall not constitute any part of this Article, or have any effect on its interpretation or construction. This Article has been prepared in the English language and the English language shall control its interpretation. In addition, all notices required or permitted to be given hereunder, and all written, electronic, oral or other communications between the parties regarding this Article shall be in the English language.

In witness whereof, the acceptance and signature abiding the aforementioned information is as below.
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DISCLAIMER: We instruct you that this template does not constitute legal advice and we direct you to seek legal consultation before taking any action on the basis of this document provided herein.