This articles of association long form template has 24 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our articles of association long form template:
ARTICLES OF ASSOCIATION These Articles of Association (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "First Subscriber"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Second Subscriber"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] DEFINITIONS In these Articles, unless there be something in the subject or context inconsistent therewith: "Act" means the Companies Act ([STATE/PROVINCE]) as amended; "Affiliate" has the meaning ascribed to the term "affiliated body corporate" under the [COUNTRY] Business Corporations Act; "Board" means the directors of the Company for the time being; "Company" means the Company named above; "Dividend" includes bonus; "Fiscal Year" shall have the meaning ascribed to such term in Article [NUMBER] "Lien" means any interest in property or the income or profits there from securing an obligation owed to, or a claim by, a Person other than the owner (which for the purposes hereof shall include a possessor under a title retention agreement and a lessee under a lease herein below described) of such property, whether such interest is based on civil [YOUR COUNTRY LAW], common [YOUR COUNTRY LAW], statute or contract, and including but not limited to any security interest, hypothec, mortgage, pledge, lien, claim, charge, cession, transfer, assignment, encumbrance, title retention agreement, lessor's interest under a lease which would be capitalized on a balance sheet of the owner of such property or analogous interest in, of or on any property or the income or profits there from of a Person; "Member" and "Shareholder" are used interchangeably; "Memorandum" means the Memorandum of Association of the Company and all amendments thereto; "Month" means calendar month; "Office" means the registered office for the time being of the Company; "Person" means any individual, company, corporation, partnership, firm, trust, sole proprietorship, government or entity howsoever designated or constituted; "Pre-Tax Profits" for any period means the pre-tax profits of the Company for such period determined in accordance with generally accepted accounting principles applied on a consistent basis; "Proxyholder" includes an alternate proxyholder; "Purchase Money Obligations" means any indebtedness, created, assumed or guaranteed, in respect of the purchase price of property acquired by the Company or any Affiliate (whether or not secured), not exceeding [PERCENTAGE %] of such price and any extension, renewal or refunding of any such indebtedness, provided that the principal amount thereof outstanding at the date of such extension, renewal or refunding is not increased; "Register" means the register of members to be kept pursuant to [YOUR COUNTRY ACT]; "Registrar" means the Registrar of Joint Stock Companies for the time being; "Reporting Company" and "Reporting Issuer" have the meanings given to them respectively by the Act; "Secretary" includes any person appointed to perform the duties of Secretary of the Company temporarily; "Share" shall, for greater certainty, include a share in the capital stock of the Company designated as a "Common Share" and a "Preferred Share"; "Shareholder" means member as that term is used in the Act in connection with an unlimited company having share capital; "Special Resolution" has the meaning assigned by [YOUR COUNTRY ACT]; "These Presents" and "these Articles" includes these Articles of Association (and schedules thereto) and any modification or alteration thereof for the time being in force; "Written" and "in writing" mean and include words printed, lithographed, represented or reproduced in any mode in a visible form; Words importing the singular number only, include the plural number and vice versa; Words importing the masculine gender only, include the feminine gender; and Words importing persons include corporations. The directors may enter into and carry into effect or adopt and carry into effect any agreement or agreements from time to time made by or with the promoters of the Company by or on behalf of the Company with full power nevertheless from time to time to agree to any modification of the terms of such agreement or agreements either before or after execution thereof. The directors may, out of any moneys of the Company for the time being in their hands, pay all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration. The business of the Company may be commenced as soon after incorporation as the directors may think fit, and notwithstanding that part only of the shares may have been allotted. SHARES The authorized capital of the Company consists of [NUMBER] Common Shares without nominal or par value, with power to divide the shares in the capital for the time being into several classes and/or to attach thereto respectively any preferential, common, deferred or qualified rights, privileges or conditions, including restrictions on voting and including redemption or purchase of such shares, subject, however, to the Act and amendments thereto. Subject to the provisions of the agreement or agreements mentioned in Article [NUMBER] hereof, the shares shall be under the control of the directors who may allot or otherwise dispose of the same to such persons on such terms and conditions and at such times as the directors may think fit and with full power to give to any person the call of any shares during such time and for such consideration as the directors think fit. Shares may be registered in the names of any number of persons not exceeding three as joint holders thereof. Save as herein otherwise provided, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and accordingly shall not, except as ordered by a Court of competent jurisdiction, or as by statute required, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person. CERTIFICATES Certificates of title to shares shall be signed by the President or Vice-President or a director and either the Secretary or an Assistant Secretary or by such other person as the directors may authorize. The signature of the President or Vice-President may be engraved, lithographed or printed upon the certificates or any one or more of them, and any certificates bearing such engraved, lithographed or printed signature of the President or Vice-President, when signed by the Secretary or an Assistant Secretary or by such other persons as the directors may authorize, shall be valid and binding upon the Company. Every member shall be entitled to one certificate for all his shares or to several certificates each for one or more of such shares. Where shares are registered in the names of [NUMBER] or more persons, the Company shall not be bound to issue more than one certificate or one set of certificates, and such certificate or set of certificates shall be delivered to the person first named on the Register. If any certificate be worn out or defaced, then upon production thereof to the directors, they may order the same to be cancelled, and may issue a new certificate in lieu thereof; and if any certificate is lost or destroyed, then upon proof thereof to the satisfaction of the directors, and on such indemnity as the directors deem adequate being given, a new certificate in lieu thereof shall be given to the person entitled to such lost or destroyed certificate. The directors may cause to be kept in any place or places either in or outside of [COUNTRY/STATE/PROVINCE], one or more branch Registers. LIEN ON SHARES AND LIABILITY OF MEMBERS
