Single Member LLC Articles Of Organisation Template for England and Wales

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Key Requirements PROMPT example:

Single Member LLC Articles Of Organisation

"I need Single Member LLC Articles of Organisation for my new tech consultancy business, where I'll be the sole shareholder and director, with provisions for potential future expansion and share classes for when I bring in investors in 2025."

Document background
Single Member LLC Articles of Organisation (structured as articles of association in the UK) are required when establishing a private limited company with a single shareholder in England and Wales. This document is essential for company registration with Companies House and provides the framework for company governance, including share structure, director appointments, decision-making processes, and administrative procedures. It must comply with the Companies Act 2006 and related legislation, forming the basis for all major company decisions and operations.
Suggested Sections

1. Company Name: Statement of the company name and registration details

2. Interpretation: Definitions of key terms used throughout the articles

3. Share Capital: Details of share structure and share rights

4. Directors: Powers, appointment, and removal of directors

5. Decision-Making by Directors: Procedures for director decisions and meetings

6. Shares and Distributions: Rules regarding share transfers and dividend payments

7. Administrative Arrangements: Company secretary, records, and communications

Optional Sections

1. Share Classes: Additional provisions for multiple share classes with varying rights, used when company requires different types of shares

2. Pre-emption Rights: Additional provisions for rights of existing shareholders to purchase new shares, used when additional protection for shareholding is required

3. Drag and Tag Rights: Provisions for sale of shares in specific circumstances, used when planning for potential future sale or investment

Suggested Schedules

1. Schedule 1: Share Capital Details: Detailed breakdown of initial share capital and shareholdings

2. Schedule 2: Reserved Matters: List of decisions requiring special approval

3. Appendix A: Form of Share Certificate: Template for share certificates

Authors

Alex Denne

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

Clauses
Industries

Companies Act 2006 - Formation Sections: Sections 7-16 covering company formation requirements, including registration procedures, company names, and formation documents

Companies Act 2006 - Articles Sections: Sections 17-38 detailing requirements for articles of association, including content, amendment procedures, and effect of articles

Companies Act 2006 - Directors Requirement: Section 154 specifying requirements for company directors, including minimum number and qualifications

Companies Act 2006 - Single Member Provisions: Sections 231-232 containing specific provisions for single member companies, including record-keeping and decision-making

Companies (Model Articles) Regulations 2008: Schedule 1 providing the default template for articles of association for private companies limited by shares

Limited Liability Partnerships Act 2000: Reference legislation for understanding liability limitations in UK business structures, though not directly applicable to private limited companies

Company Directors Disqualification Act 1986: Legislation governing the qualification and disqualification of company directors, including fitness to serve

Small Business, Enterprise and Employment Act 2015: Modern updates to company formation requirements and administrative procedures for small businesses

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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