Articles of Association: start-up business multiple investors
Articles of Association for a start-up company to be adopted at closing of an investment by multiple investors. Intended to accompany the Shareholders Agreement, these Articles containing relatively strong protections for the investors.
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When do I use this document?
- for an investment transaction by multiple investors 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
What are the key features?
- form of new Articles of Association for the company
- amendments and additions to the Companies Act 2006 Model Articles
- investor rights exercisable by investors holding a majority of the investors’ shares
- 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 their shares
- regulation of shareholder meetings, including investor presence required for quorum
- investors’ right to appoint a director and investor 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 multiple investors, see
For Articles of Association for investment by a single investor, see
When do I use this document?
- for the shareholders agreement between multiple investors and the founders
- where the investment is being documented in a separate subscription agreement
- for a private limited company incorporated in England and Wales
- in conjunction with a Subscription Agreement and new Articles of Association
- for Paper Rock’s associated Subscription Agreement and Articles of Association, see
What are the key features?
- full form shareholders agreement
- 27 clauses and 4 schedules over 30 pages
- investor rights: exercisable by a majority of the investors
- directors:
- investor director: investors’ entitlement to appoint a director
- other directors: the founder shareholder(s) rights to appoint a director
- board proceedings: how proceedings of the board will be conducted
- information rights: rights to information for the investors and other shareholders about the company and its finances
- future share issues: pre-emption rights on the issue of new shares
- share transfers: rules governing the transfer of shares, including:
- pre-emption rights on share transfers
- compulsory transfer events, including founder good and bad leaver clauses
- tag-along and drag-along rights
- reserved matters: matters requiring prior approval from the investors (acting by investor majority) and other shareholders
- restrictive covenants: restrictions on the founders from competing with the company and soliciting the company’s customers, suppliers and employees
What other documents are available?
For a combined Investment & Shareholders Agreement for an established business with multiple investors, see
For a standalone Shareholders Agreement for an established business with a single investor, see
For standalone Shareholders Agreements for start-up business, see
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Updated by a lawyer on 02/07/2025
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