Articles of Association: start-up business single investor

When do I use this document?

• for an investment transaction by a single investor in a start up 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 – start up business single investor
  • Shareholders Agreement – start up business single investor

What are the key featuers?

• form of new Articles of Association for the company
• amendments and additions to the Companies Act 2006 Model Articles
• investor consent right and pre-emption rights on 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 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 right 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 an established business by a single investor, see

• Articles of Association – established 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