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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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

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

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

Explanatory guidance

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Articles of Association: majority/minority shareholdings

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