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Articles of Association: majority/minority shareholdings

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As an accompaniment to a shareholders agreement between a majority and a minority shareholder, the shareholders should also consider adopting Articles of Association which reflect their respective shareholdings.  This document is the form of Articles of Association for a private limited company where one shareholder owns a majority of the shares.

 

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Shareholders Agreement checklist: majority/minority shareholders

Before preparing a shareholders agreement, it may be worthwhile for the shareholders to discuss and agree in principle how the agreement will deal with certain matters and to record this agreement in a pre-agreement checklist, saving time and further discussion. This checklist is for a shareholders agreement between two shareholders in a private limited company, one of whom is the majority shareholder and the other is the minority shareholder. 

 

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Shareholders Agreement: majority/minority shareholders

Shareholders Agreement between majority and minority shareholders in a private limited company. 

Shareholders in a company where one shareholder holds a majority of the shares (more than 50%) and the other shareholder holds a minority of the shares (less than 50%) should consider having a shareholders agreement to regulate the management of the company and their relationship as shareholders.  

 

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Employment Agreement: senior employee

A senior employee’s contract will contain additional terms which may not be applicable for a junior employee.

Articles of Association: majority/minority shareholdings

Articles of Association for a company where one shareholder owns a majority of the shares

Background

As an accompaniment to a shareholders agreement between a majority and a minority shareholder, the shareholders should also consider adopting Articles of Association which reflect their respective shareholdings.

The shareholders agreement is a private agreement between the shareholders (and often the company as well).  The Articles of Association are filed at Companies House and available to the public.  

Typical matters covered by Articles of Association include provisions relating to:

  • the allotment of additional shares
  • shareholder meetings
  • rights to appoint directors and proceedings of directors
  • transfer of shares

About this document: Articles of Association: majority minority shareholdings

This document is the form of Articles of Association for a private limited company where one shareholder owns a majority of the shares.

Document features – Articles of association minority shareholdings

Features include:

  • the directors’ authority to allot further shares
  • provisions relating to 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
    • the allotment of additional shares
  • regulation of shareholder meetings
  • rights of each shareholder to appoint an appropriate number of directors
  • provisions relating to the proceedings of board meetings
  • the regulation of directors’ conflicts of interest and transactions with directors

paperrockdocs Articles of Association: majority/minority shareholdingsExplanatory guidance

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