Articles Of Association For LLC Template for United States

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Key Requirements PROMPT example:

Articles Of Association For LLC

"I need Articles of Association for LLC for a new technology startup with three founding members, where we want to implement a manager-managed structure and include specific provisions for future investment rounds planned for March 2025."

Document background
Articles of Association for LLC serve as the primary governing document that creates a Limited Liability Company in the United States. This document is essential when forming a new LLC and must be filed with the appropriate state agency. The Articles outline crucial information about the company's structure, including its name, registered agent, principal office address, management structure, and member rights. It provides the legal framework for the company's existence and operations, ensuring compliance with state-specific regulations. The document is particularly important as it establishes the LLC's separate legal identity from its owners and provides liability protection for its members.
Suggested Sections

1. Article 1: Company Formation: Sets forth the company name, purpose, principal office location, and registered agent details

2. Article 2: Members: Details initial members, capital contributions, membership interests and certificates

3. Article 3: Management: Establishes management structure, voting rights, meetings procedures, and decision-making processes

4. Article 4: Capital Accounts: Specifies maintenance of capital accounts, allocations of profits and losses

5. Article 5: Distributions: Outlines distribution rules, procedures, and limitations

6. Article 6: Books and Records: Details requirements for maintaining company records, accounting methods, and fiscal year

7. Article 7: Dissolution: Sets forth events triggering dissolution and winding up procedures

Optional Sections

1. Transfer Restrictions: Additional rules and restrictions regarding the transfer of membership interests, including right of first refusal provisions

2. Buy-Sell Provisions: Detailed procedures for buying and selling membership interests, including valuation methods and payment terms

3. Special Tax Provisions: Specific tax elections and procedures for special tax situations

4. Competing Activities: Non-compete and non-solicitation provisions for members

Suggested Schedules

1. Schedule A: Members List: Comprehensive list of initial members with their contact information and ownership percentages

2. Schedule B: Capital Contributions: Detailed breakdown of initial capital contributions, including type and value of contributions

3. Appendix 1: Voting Rights: Detailed voting procedures, rights, and any special voting arrangements

4. Appendix 2: Management Structure: Organizational chart and detailed management responsibilities

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Professional Services

Real Estate

Retail

Manufacturing

Relevant Teams

Legal

Finance

Corporate Affairs

Executive Leadership

Administration

Relevant Roles

Business Owner

Chief Executive Officer

General Counsel

Chief Financial Officer

Company Secretary

Industries

Internal Revenue Code: Federal tax regulations governing the tax treatment and classifications of LLCs

Securities Act of 1933: Federal law governing the offering of membership interests and securities requirements for LLCs

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and ongoing reporting requirements

Federal Antitrust Laws: Laws preventing monopolistic practices and ensuring fair competition

State LLC Act: State-specific legislation governing the formation, operation, and dissolution of LLCs

State Business Corporation Laws: State laws governing general business operations and corporate requirements

State Securities Laws: State-specific regulations for securities offerings and trading (Blue Sky Laws)

State Tax Laws: State-specific tax regulations and requirements for LLCs

State Filing Requirements: Specific documentation and procedures required by the state for LLC formation and maintenance

State Registration and Licensing: Requirements for business licenses, permits, and ongoing registration maintenance

State Naming Requirements: Regulations governing acceptable LLC names and naming conventions

Registered Agent Requirements: State-specific rules for maintaining a registered agent and office

Uniform Limited Liability Company Act: Model legislation that some states have adopted to standardize LLC laws

State Case Law: Previous court decisions that establish precedents for LLC operations and disputes

Operating Agreement Requirements: State-specific rules governing the content and execution of LLC operating agreements

Local Business Regulations: Municipal and county-level requirements for business operations

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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