Articles of Organisation With Statement of Conversion is a specialized legal document used when transforming an existing business entity into a different corporate structure under English and Welsh law. This document is particularly relevant when sole traders, partnerships, or LLPs wish to convert to a limited company structure. It contains both the standard constitutional requirements for a new company and specific provisions addressing the conversion process, including asset transfer mechanisms, shareholding arrangements, and governance structures. The document must comply with Companies House requirements and the Companies Act 2006, ensuring a smooth transition while maintaining legal compliance.
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1. Company Details: Name, registered office, company number, and business type
2. Statement of Conversion: Declaration of intent to convert and type of conversion
3. Share Structure: Details of share classes, rights, and initial shareholdings
4. Directors: Initial directors and their details
5. Objects: Company's business purpose and activities
1. Restricted Objects: Used when company activities need specific limitations
2. Pre-emption Rights: Include when shareholders should have first refusal on new shares
3. Board Committees: Include for larger organizations requiring specific governance structures
1. Asset Transfer Schedule: Details of assets being transferred from old to new entity
2. Initial Shareholders: List of shareholders and their holdings post-conversion
3. Existing Contracts: Schedule of contracts being transferred to new entity
4. Employee Information: Details of employees transferring to new entity
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