Contact us
|
0113 207 0000
Contact us |
Sign up to our newsletter |
0113 207 0000 |

Articles of Association

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.

Share this

What our clients say

  • Blacks Solicitors LLP‘s corporate team is open and approachable at all times, with a practical no-nonsense approach.

    Share this
  • David Paterson gives excellent guidance based on his experience from dealing with similar issues.

    Share this
  • Nigel Hoyle thinks through the ultimate impact and reassures clients with his all-round knowledge.

    Share this
  • Blacks Solicitors LLP‘s corporate practice acts as though every client is the only client it has, making clients feel special and at ease.

    Share this
  • The corporate team at Blacks Solicitors LLP is approachable, forward thinking and able to express itself in language that clients are able to understand.

    Share this
  • Blacks Solicitors LLP is uniformly reliable and cost-aware.

    Share this
  • Blacks Solicitors LLP is very professional and technically very good, yet approachable and friendly.

    Share this
  • Dave many thanks and again we are indebted to you and your team.

    Share this
  • Thank you to you and your team for your help to date, which as always has been very timely and professional. We greatly appreciate the friendly service that you provide at Blacks.

    Share this
  • Just wanted to say a huge thank you for your support over the past months and helping me get some great advice and service. You went the extra mile for me resulting in a contract I was very happy with.

    Share this
  • Dave, we have been impressed and reassured by you and your team. My part in the sale has been minor in the extreme but I know my partner has been helped greatly by your advice, guidance and direction.

    Share this
Read more

Sectors we specialise in