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 a share sale transaction
- where confidential information about the target company will be disclosed to a potential buyer
- for a longer form NDA with strong legal protections for the seller and target company
What are the key features?
- 17 clauses over 9 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 the seller
- prohibition on the buyer poaching the target company’s employees
- contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company
- duration of agreement
What else do I need to know?
It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.
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- non-solicitation covenants
- a contractual indemnity for breach of the confidentiality obligations
- the duration of the agreement
The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement.
What other docs are available?
For a shorter form of confidentiality agreement for a company sale transaction, see
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Updated by a lawyer on 02/07/2025
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