Articles of Association: established business single investor

When do I use this document?

• for an investment transaction by a single investor in an established business
• as the new Articles of Association of the company to be adopted at closing
• in conjunction with either the combined Investment & Shareholders Agreement or Shareholders Agreement see
  • Investment and Shareholders Agreement – established business single investor
  • Shareholders Agreement – established business single investor

What are the key features?

• form of new Articles of Association for the company
• amendments and additions to the Companies Act 2006 Model Articles
• pre-emption rights on the allotment of new shares, with exceptions for employee share option grants
• 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 provisions for founders and employee shareholders
  • tag-along and drag-along rights, including investor protection against being required to sell its shares
• regulation of shareholder meetings, including investor presence required for quorum
• investor and other shareholder rights to appoint a director and investor’s director to be present for a quorate board meeting

What other documents are available?

For Articles of Association for an investment in a start-up business by a single investor, see

• Articles of Association – start up business single investor

For Articles of Association for investment by multiple investors, see

• Articles of Association – start up business multiple investors
• Articles of Association – established business multiple investors