Articles of Association: majority/minority shareholdings

When do I 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

What are the key features?

• 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

What other documents are available?

For template Articles of Association where the company is owned by equal 50/50 shareholders, see

• Articles of Association: equal 50/50 shareholders