Articles of Association

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If you require assistance with your company’s Articles of Association then Blacks Solicitors’ Corporate team can help.

Articles of Association form an integral part of a company’s constitution. They govern the internal workings of the organisation and constitute a binding contract between the company and its shareholders (but not between shareholders), and can be used in conjunction with a Shareholders’ Agreement (which is a binding contract between shareholders).

A company has two options when adopting Articles of Association:

  1. Use the model articles provided by the current version of the Companies Act, or
  2. Create bespoke articles which are specific to that company

The model articles will differ depending on the type of company vehicle decided on, and each company’s needs must be assessed individually to decide whether the best option for them would be to adopt the relevant set of model articles in their entirety, with some amendments, or to create bespoke Articles of Association. Whichever option is chosen, the vast majority of Articles of Association cover the following points:

  • Details of the share capital and any different classes of shares
  • The rights which attach to those shares (voting, dividend, capital)
  • How shares can be transferred, and restrictions on such transfers and mandatory transfers
  • How shareholder meetings are regulated
  • How director meetings are regulated
  • The powers and responsibilities of directors
  • The process for appointment/removal of directors
  • How dividends are declared and distributed

Frequently Asked Questions

Can Articles of Association be amended?

In short, yes. Despite the fact that the Articles of Association represent a binding contract between a company and its shareholders, the articles can be amended by a special resolution of its shareholders.

This means that at least 75% (in voting power) of the shareholders of a company must agree to the amendment. In order to register the amendment at Companies House, a copy of the resolution, along with the amended articles, must be delivered for filing on the company’s register within 15 days of the special resolution being passed.

What is the difference between Articles of Association and a Shareholders’ Agreement?

The main difference lies in the people who are bound by the two documents.

Articles of Association are binding between the company and the shareholders, whereas a Shareholders’ Agreement binds shareholders between themselves and usually the company too.

 

Whether you are looking for a standard set of articles or for more complex, bespoke articles our Corporate team can help. Contact us today via email or call 0113 207 0000.