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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.
Read moreWhen do I use this document?
- 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
When do I use this document?
- 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
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Updated by a lawyer on 13/03/2023
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