Articles of Association: majority/minority shareholdings
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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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
When do I use this document?
- for general business transactions or joint ventures
- where both parties will disclose confidential information
- for a shorter form NDA with principal legal protections for the parties
What are the key features?
- 17 paragraphs over 3 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 its owner
- duration of agreement
What other documents are available?
For a longer form of mutual confidentiality agreement with more extensive protections for the benefit of the disclosing party, see
For forms of confidentiality agreement where only one party will disclose confidential information see
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