Articles of Association for a company jointly owned by two equal, 50/50 shareholders, intended to complement their Shareholders Agreement. These Articles address matters such as share allotment, share transfer, shareholder meetings and appointment and conduct of directors, ensuring alignment with the Shareholders Agreement
Use this document:
- for a company which is 50/50 owned by two equal shareholders
- in conjunction with their Shareholders Agreement – for Paper Rock’s template 50/50 Shareholders Agreement, see Shareholders Agreement: equal 50/50 shareholders
- for a private limited company incorporated in England and Wales
Key features include:
- 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
- as equal shareholders, rights of each shareholder to appoint an equal number of directors
- provisions relating to the proceedings of board meetings
- regulation of directors’ conflicts of interest and transactions with directors
Alternative Articles of Association
For template Articles of Association where the company is owned by majority and minority shareholders, see Articles of Association: majority/minority shareholders.
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