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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-ownedequally 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.

paperrockdocs.com legal document templates for setting up a business
As an accompaniment to a shareholders agreement between two equal shareholders, the shareholders should also consider adopting Articles of Association which reflect their equal shareholdings.  This document is the form of Articles of Association for a private limited company with two equal shareholders.
£35.00 exc VAT
paperrockdocs.com legal document templates for setting up a business
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.
£35.00 exc VAT
paperrockdocs.com legal document templates for setting up a business
Articles of Association for a wholly-owned company, amending and supplimenting the Companies Act 2006 Model Articles, for use where the company has a single shareholder and is 100% owned either by an individual shareholder or by another company as part of a corporate group.
£35.00 exc VAT

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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.  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
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