Articles of Association of a Private Limited Company are mandatory documents required when incorporating a company in England and Wales. They serve as the company's constitution, defining how the company operates and is governed. These articles must comply with the Companies Act 2006 and typically cover aspects such as directors' powers, decision-making processes, share rights, and transfer restrictions. While companies can adopt the Model Articles provided by legislation, many choose to customize their Articles of Association to suit specific business needs and shareholder arrangements.
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1. Interpretation: Definitions of terms used in the Articles and rules for interpreting the document
2. Limited Liability: Statement of members' limited liability and extent of contribution requirements
3. Objects and Powers: Company's scope of business activities and general powers
4. Directors' Powers and Responsibilities: General authority of directors, delegation powers, and core responsibilities
5. Decision-making by Directors: Rules for directors' meetings, voting procedures, and written resolutions
6. Appointment and Removal of Directors: Procedures for appointing and removing directors, minimum/maximum numbers
7. Shares and Distributions: Share capital structure, issue of shares, dividend rights and procedures
8. Decision-making by Members: Rules for general meetings, voting rights, and written resolutions
9. Administrative Arrangements: Company communications, records, company seal usage, and indemnities
1. Share Transfer Restrictions: Pre-emption rights and restrictions on transfer of shares, used for closely-held companies
2. Tag-Along Rights: Minority shareholder protection provisions allowing them to join in sale of shares
3. Drag-Along Rights: Majority shareholder rights to force minorities to join in sale of company
4. Class Rights: Special rights and restrictions attached to different share classes, used when multiple share classes exist
5. Weighted Voting Rights: Special voting arrangements giving certain shares enhanced voting powers
1. Schedule 1: Share Rights: Detailed specification of rights attached to different classes of shares
2. Schedule 2: Reserved Matters: List of decisions requiring special majority or specific shareholder approval
3. Schedule 3: Share Transfer Procedures: Detailed procedures and forms for implementing share transfers
4. Schedule 4: Proceedings of Directors: Detailed procedures for board meetings and decision-making
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