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Articles of Association
We offer a range of alternative Articles of Association templates , tailored to suit the ownership structure of your company. Whether your company is wholly-owned, equally owned by two shareholders or owned by a number of shareholders with majority/minority shareholdings, we have the appropriate Articles of Association to accommodate your needs.
Additionally, new Articles of Association may be necessary as part of an investment transaction and we have a selection of different forms of Articles of Association for use investment transactions, depending on the structure of the investment.
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Articles of Association for a wholly-owned company
The Companies Act 2006 provides a standard set of Articles of Association, known as the Model Articles, which companies can adopt unless they choose to have their own customised form of Articles of Association. Â If not altered or replaced, the Model Articles automatically apply.
While a wholly-owned company with a single shareholder may find the Model Articles sufficient in most circumstances, there are scenarios where having its own set of Articles could be advantageous, such as:
- where the company has a single director.
- where the company has one or more directors who are not the sole shareholder.
- where a director may need to vote as a director on transactions between themselves and the company.
- for future administrative matters, like the company purchasing its own shares or changing its name
Articles of Association for a company with two or more shareholders
In conjunction with a Shareholders Agreement between two or more shareholders, it is advisable that the shareholders should contemplate also adopting Articles of Association which align with their shareholdings and the Shareholders Agreement. These Articles typically address various aspects such as:
- procedures for the allotment of additional shares, including shareholder rights of first refusal
- regulations concerning the transfers of shares
- guidelines for shareholder meetings
- rights relating to the appointment of directors and the conduct of board meetings
