Articles of Association (Private Company Limited by Shares)

Bespoke articles that adopt the Model Articles and add the provisions most owner-managed companies need – sole director quorum, conflicts, alternate directors, share classes, pre-emption on issue and transfer, drag and tag, lien and small buy-backs.

Editable Word document
8
10pages
Guidance notes included
aml consultancy solutions

Company secretarial

Articles of Association (Private Company Limited by Shares)

About this document

What it’s for

Every company has articles of association – the rules for how it is run. Many companies still use the unamended Model Articles, which do not deal with common situations such as a sole director, different classes of shares for different dividends, or what happens when a shareholder wants to sell. These articles keep the familiar Model Articles as a base and add carefully drafted extra provisions.

When to use it

  • When forming a new company, instead of the default Model Articles
  • When updating the articles of an existing company, for example before bringing in a new shareholder or creating new share classes
  • Alongside a shareholders’ agreement, which deals with private matters between shareholders

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Preliminary
  2. Number of directors and sole director
  3. Appointment and removal of directors by majority shareholders
  4. Directors’ conflicts of interest
  5. Alternate directors
  6. Share capital and classes of shares
  7. Issue of new shares and pre-emption
  8. Transfer of shares
  9. Drag-along and tag-along
  10. Lien
  11. Purchase of own shares
  12. General meetings
  13. Communications
  14. Indemnity and insurance

How to complete it

  • Choose the options in square brackets and delete the ones you do not need
  • For an existing company, adopt the articles by special resolution (75% of votes)
  • File the resolution and a copy of the new articles at Companies House within 15 days

Key points to check

  • Articles are public documents – put confidential arrangements in a shareholders’ agreement
  • Creating new share classes or changing rights attached to existing shares has tax consequences and needs filings – take advice

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Company secretarial

£20

for every document in this category

Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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