When do I use this document? for an indemnity clause to be included in a contract for a contract governed by English law What are the key features? alternative forms of indemnity wording: indemnity from one party in favour of the other party mutual indemnity from both parties in favour of the other indemnity for breach of the underlying contract indemnity for potential loss arising from a third party claim wording for conduct of third party claims What else do I need to know? An indemnity is a contractual undertaking given by one party (the indemnifier) in favour of another party (the indemnified party or beneficiary) under which the indemnifier agrees to pay to the indemnified party the amount of any loss or damage which the indemnified party suffers as a consequence of a specified event. The specified event might be: the breach of contract by the indemnifier liability of the indemnified party to a third party in relation to a specified event or circumstance a claim by a third party for loss or damage caused by the indemnifier’s breach of contract Unlike other contractual obligations (and depending on the wording of the indemnity), an indemnity is not subject to legal rules and limitations regarding to the foreseeability of loss or the remoteness of damages which can be recovered by the beneficiary. In addition, the beneficiary is not legally obliged to mitigate its loss. As a result and in exchange for agreeing to give the indemnity, the indemnifier may require that the beneficiary takes certain actions in relation to a claim or event which might give rise to a claim under the indemnity being made. These actions include: the notification of a claim from a third party in relation to the indemnified obligation an obligation on the indemnified party to take action required by the indemnifier to defend a third party claim allowing the indemnifier to take legal action in the name of the indemnifier to defend the third party claim

Articles of Association: majority/minority shareholdings

As an accompaniment to a shareholders agreement between a majority and a minority shareholder, the shareholders should also consider adopting Articles of Association which reflect their respective shareholdings. This document is the form of Articles of Association for a private limited company where one shareholder owns a majority of the shares.

for a company which is controlled by a majority shareholder and with minority shareholders
in conjunction with their Shareholders Agreement – for Paper Rock’s template majority/minority Shareholders Agreement, see Shareholders Agreement: majority/minority shareholders
for a private limited company incorporated in England and Wales

What are the key features?

form of new Articles of Association for the company
amendments and additions to the Companies Act 2006 Model Articles
process for the allotment of new shares
regulations governing the transfer of shares, including:
- permitted transfers to defined classes of permitted transferees
- pre-emption rights on the transfer of shares to third parties
- compulsory transfer on a shareholder ceasing to be employed or breaching the shareholders agreement
- tag-along and drag-along rights
regulation of shareholder meetings
rights of majority shareholder to appoint a majority of directors and rights of minority shareholder to appoint a single director
provisions relating to the proceedings of board meetings
regulation of directors’ conflicts of interest and transactions with directors

What other documents are available?

For template Articles of Association where the company is owned by equal 50/50 shareholders, see

Articles of Association: equal 50/50 shareholders

Description

When do I use this document?

for an indemnity clause to be included in a contract
for a contract governed by English law

What are the key features?

alternative forms of indemnity wording:
- indemnity from one party in favour of the other party
- mutual indemnity from both parties in favour of the other
indemnity for breach of the underlying contract
indemnity for potential loss arising from a third party claim
wording for conduct of third party claims

What else do I need to know?

An indemnity is a contractual undertaking given by one party (the indemnifier) in favour of another party (the indemnified party or beneficiary) under which the indemnifier agrees to pay to the indemnified party the amount of any loss or damage which the indemnified party suffers as a consequence of a specified event.

The specified event might be:

the breach of contract by the indemnifier
liability of the indemnified party to a third party in relation to a specified event or circumstance
a claim by a third party for loss or damage caused by the indemnifier’s breach of contract

Unlike other contractual obligations (and depending on the wording of the indemnity), an indemnity is not subject to legal rules and limitations regarding to the foreseeability of loss or the remoteness of damages which can be recovered by the beneficiary. In addition, the beneficiary is not legally obliged to mitigate its loss.

As a result and in exchange for agreeing to give the indemnity, the indemnifier may require that the beneficiary takes certain actions in relation to a claim or event which might give rise to a claim under the indemnity being made. These actions include:

the notification of a claim from a third party in relation to the indemnified obligation
an obligation on the indemnified party to take action required by the indemnifier to defend a third party claim
allowing the indemnifier to take legal action in the name of the indemnifier to defend the third party claim

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£35.00 exc VAT

Updated by a lawyer on 21/07/2025

Updated By a lawyer on 03/13/2023

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Articles of Association: majority/minority shareholdings

When do I use this document?

What are the key features?

What other documents are available?

When do I use this document?

What are the key features?

What else do I need to know?

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Elle, Founder | Winslow skincare & aesthetics.

“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”

Giles, MD | Boniti Ltd.

Articles of Association: majority/minority shareholdings

When do I use this document?

What are the key features?

What other documents are available?

When do I use this document?

What are the key features?

What else do I need to know?

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Related Articles

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Elle, Founder | Winslow skincare & aesthetics.

“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”

Giles, MD | Boniti Ltd.

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