Articles of Association: established business single investor
Articles of Association to be adopted at closing of an investment in an established business by a single investor. Intended to accompany the Shareholders Agreement, these Articles balance the rights of the investor with the rights of the founders.
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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
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
For Articles of Association for investment by multiple investors, see
When do I use this document?
- for general business transactions or joint ventures
- where both parties will disclose confidential information
- for a shorter form NDA with principal legal protections for the parties
What are the key features?
- 17 paragraphs over 3 pages
- definitions of Confidential Information and Proposed Transaction
- confidentiality obligations
- authorised recipients of Confidential Information
- circumstances permitting compulsory disclosure
- procedure for returning Confidential Information to its owner
- duration of agreement
What other documents are available?
For a longer form of mutual confidentiality agreement with more extensive protections for the benefit of the disclosing party, see
For forms of confidentiality agreement where only one party will disclose confidential information see
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