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Deed Of Association
"I need a standard Deed of Association for a new Irish tech startup to be incorporated in March 2025, with three founding members holding equal shares and basic pre-emption rights."
1. Parties: Identifies the subscribers (founding members) of the company
2. Background: Sets out the context and purpose of forming the company
3. Definitions and Interpretation: Defines key terms used throughout the document and interpretation rules
4. Company Name and Type: Specifies the company name and type (e.g., private company limited by shares)
5. Registered Office: States the official registered office address of the company
6. Objects of the Company: Describes the primary purposes and activities of the company
7. Share Capital: Details the authorized share capital and initial share structure
8. Members' Rights and Obligations: Outlines the basic rights and obligations of company members
9. Directors and Secretary: Establishes the management structure and appointment procedures
10. General Meetings: Sets out rules for conducting general meetings
11. Voting Rights: Specifies voting procedures and rights attached to shares
12. Share Transfers: Details the process for transferring shares
13. Execution and Attestation: Contains signature blocks and witness requirements
1. Pre-emption Rights: Optional provisions giving existing shareholders first right to purchase new shares - recommended for companies with multiple shareholders
2. Drag-Along and Tag-Along Rights: Optional provisions for share sale arrangements - useful for companies expecting future investment or sale
3. Dividend Policy: Optional detailed provisions regarding dividend distributions - recommended for companies with complex shareholding structures
4. Dispute Resolution: Optional detailed procedure for resolving internal disputes - recommended for companies with multiple shareholders
5. Corporate Social Responsibility: Optional provisions regarding social and environmental commitments - useful for companies with specific social missions
6. Intellectual Property Rights: Optional provisions dealing with IP ownership and protection - important for technology or creative companies
1. Schedule 1 - Initial Subscribers: Details of founding members including names, addresses, and initial shareholdings
2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes, rights, and nominal values
3. Schedule 3 - Initial Directors: Details of first directors including names, addresses, and other required information
4. Schedule 4 - Reserved Matters: List of decisions requiring special approval procedures
5. Appendix A - Form of Share Certificate: Template for share certificates to be issued by the company
6. Appendix B - Company Seal: Design and rules for use of the company seal
Authors
Annual General Meeting
Articles
Board
Business Day
Chairman
Company
Company Secretary
Companies Registration Office
Constitution
Director
Electronic Communication
Extraordinary General Meeting
Financial Year
General Meeting
Member
Month
Objects
Ordinary Resolution
Ordinary Share
Person
Register of Members
Registered Office
Registration
Regulations
Resolution
Seal
Share
Share Capital
Shareholder
Special Resolution
Subscriber
Subsidiary
Transfer
Voting Rights
Written Resolution
Year
Objects and Powers
Share Capital
Share Rights and Restrictions
Share Transfers
Share Certificates
Lien on Shares
Calls on Shares
Forfeiture of Shares
Alteration of Capital
General Meetings
Notice of General Meetings
Proceedings at General Meetings
Votes of Members
Directors Appointment
Directors Powers and Duties
Directors' Meetings
Company Secretary
Dividends and Reserves
Accounts
Audit
Notices
Winding Up
Indemnity
Common Seal
Authentication of Documents
Register of Members
Annual Returns
Board Composition
Decision Making
Proxy Rights
Pre-emption Rights
Drag Along Rights
Tag Along Rights
Dispute Resolution
Amendment Procedures
Financial Services
Technology
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Construction
Education
Hospitality
Energy
Agriculture
Transportation
Media and Entertainment
Non-Profit Organizations
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board of Directors
Executive Leadership
Risk Management
Administrative Services
Corporate Affairs
Business Development
Chief Executive Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Chief Financial Officer
Company Director
Board Member
Corporate Governance Manager
Risk Manager
Legal Administrator
Company Formation Specialist
Corporate Services Manager
Business Development Director
Stakeholder Relations Manager
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