When do I use this document? for an indemnity clause to be included in a contract for a contract governed by English law What are the key features? alternative forms of indemnity wording: indemnity from one party in favour of the other party mutual indemnity from both parties in favour of the other indemnity for breach of the underlying contract indemnity for potential loss arising from a third party claim wording for conduct of third party claims What else do I need to know? An indemnity is a contractual undertaking given by one party (the indemnifier) in favour of another party (the indemnified party or beneficiary) under which the indemnifier agrees to pay to the indemnified party the amount of any loss or damage which the indemnified party suffers as a consequence of a specified event. The specified event might be: the breach of contract by the indemnifier liability of the indemnified party to a third party in relation to a specified event or circumstance a claim by a third party for loss or damage caused by the indemnifier’s breach of contract Unlike other contractual obligations (and depending on the wording of the indemnity), an indemnity is not subject to legal rules and limitations regarding to the foreseeability of loss or the remoteness of damages which can be recovered by the beneficiary. In addition, the beneficiary is not legally obliged to mitigate its loss. As a result and in exchange for agreeing to give the indemnity, the indemnifier may require that the beneficiary takes certain actions in relation to a claim or event which might give rise to a claim under the indemnity being made. These actions include: the notification of a claim from a third party in relation to the indemnified obligation an obligation on the indemnified party to take action required by the indemnifier to defend a third party claim allowing the indemnifier to take legal action in the name of the indemnifier to defend the third party claim

Articles of Association: start-up business single investor

Name: Articles of Association: Start-up Business - Single Investor
SKU: ART004.001
Price: 50.00 GBP
Availability: InStock

Articles of Association for a start-up company to be adopted at closing of an investment by a single investor. Intended to accompany the Shareholders Agreement, these Articles containing relatively strong protections for the investor.

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

Description

When do I use this document?

for an indemnity clause to be included in a contract
for a contract governed by English law

What are the key features?

alternative forms of indemnity wording:
- indemnity from one party in favour of the other party
- mutual indemnity from both parties in favour of the other
indemnity for breach of the underlying contract
indemnity for potential loss arising from a third party claim
wording for conduct of third party claims

What else do I need to know?

An indemnity is a contractual undertaking given by one party (the indemnifier) in favour of another party (the indemnified party or beneficiary) under which the indemnifier agrees to pay to the indemnified party the amount of any loss or damage which the indemnified party suffers as a consequence of a specified event.

The specified event might be:

the breach of contract by the indemnifier
liability of the indemnified party to a third party in relation to a specified event or circumstance
a claim by a third party for loss or damage caused by the indemnifier’s breach of contract

Unlike other contractual obligations (and depending on the wording of the indemnity), an indemnity is not subject to legal rules and limitations regarding to the foreseeability of loss or the remoteness of damages which can be recovered by the beneficiary. In addition, the beneficiary is not legally obliged to mitigate its loss.

As a result and in exchange for agreeing to give the indemnity, the indemnifier may require that the beneficiary takes certain actions in relation to a claim or event which might give rise to a claim under the indemnity being made. These actions include:

the notification of a claim from a third party in relation to the indemnified obligation
an obligation on the indemnified party to take action required by the indemnifier to defend a third party claim
allowing the indemnifier to take legal action in the name of the indemnifier to defend the third party claim

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£50.00 exc VAT

Updated by a lawyer on 02/07/2025

Updated By a lawyer on 05/04/2023

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Articles of Association: start-up business single investor