Articles of Association for a company controlled by a majority shareholder but with one or more minority shareholders. These Articles are designed to align with their Shareholders Agreement and address matters such as share allotment, share transfer, shareholder meetings and appointment and conduct of directors
Use this document:
- for a company which is controlled by a majority shareholder and with minority shareholders
- in conjunction with their Shareholders Agreement – for Paper Rock’s template majority/minority Shareholders Agreement, see Shareholders Agreement: majority/minority shareholders
- for a private limited company incorporated in England and Wales
Key features include:
- form of new Articles of Association for the company
- amendments and additions to the Companies Act 2006 Model Articles
- process for 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 on a shareholder ceasing to be employed or breaching the shareholders agreement
- tag-along and drag-along rights
- regulation of shareholder meetings
- rights of majority shareholder to appoint a majority of directors and rights of minority shareholder to appoint a single director
- provisions relating to the proceedings of board meetings
- regulation of directors’ conflicts of interest and transactions with directors
Alternative Articles of Association
For template Articles of Association where the company is owned by equal 50/50 shareholders, see Articles of Association: equal 50/50 shareholders.
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