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Bespoke Articles Of Association Template for England and Wales

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Bespoke Articles Of Association

"Need Bespoke Articles of Association for a new tech startup with multiple share classes, specific board voting thresholds, and tag-along rights for minority shareholders, to be implemented by March 2025."

What is a Bespoke Articles Of Association?

Bespoke Articles of Association are required when establishing a company in England and Wales, or when modifying an existing company's constitution. These articles go beyond the standard Model Articles provided by Companies House, incorporating specific provisions tailored to the company's unique requirements. They typically address share rights, transfer restrictions, decision-making processes, and other governance matters. The document must comply with the Companies Act 2006 while providing flexibility for the company's specific operational needs.

What sections should be included in a Bespoke Articles Of Association?

1. Interpretation: Definitions of key terms used throughout the articles and general interpretation provisions

2. Share Capital: Details of the company's share capital structure, including different classes of shares and rights attached to them

3. Issue of Shares: Provisions governing how new shares can be issued and allotted

4. Share Certificates: Rules regarding the issuance, replacement and requirements for share certificates

5. Transfer of Shares: Procedures and restrictions for transferring shares between parties

6. Directors: Appointment, removal, powers and duties of directors

7. Directors' Decision-Making: Procedures for board meetings, written resolutions, and quorum requirements

8. General Meetings: Rules for calling and conducting shareholder meetings

9. Voting Rights: Procedures for voting at general meetings and shareholder resolutions

10. Dividends and Other Distributions: Rules governing the declaration and payment of dividends

11. Administrative Arrangements: General administrative provisions including company communications

What sections are optional to include in a Bespoke Articles Of Association?

1. Company Secretary: Provisions relating to the appointment and duties of a company secretary, if required

2. Share Transfer Restrictions: Additional restrictions on share transfers including pre-emption rights and board approval requirements

3. Drag and Tag Rights: Provisions protecting majority and minority shareholders in case of company sale

4. Alternate Directors: Provisions allowing directors to appoint alternates to act in their absence

5. Class Rights: Specific rights attached to different classes of shares, if multiple share classes exist

What schedules should be included in a Bespoke Articles Of Association?

1. Schedule 1 - Share Rights: Detailed description 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 - Proxy Notice: Standard form for appointing proxies for general meetings

4. Schedule 4 - Share Transfer Notice: Standard form for initiating share transfers

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Companies Act 2006: Primary legislation governing company law in the UK, providing the fundamental framework for company formation, management, and regulation

Small Business, Enterprise and Employment Act 2015: Legislation affecting corporate transparency and filing requirements for companies in the UK

Model Articles for Private Companies Limited by Shares: Secondary legislation providing default articles of association for private limited companies

Model Articles for Public Companies: Secondary legislation providing default articles of association for public limited companies

Company Names and Trading Disclosures Regulations 2015: Regulations governing company naming conventions and disclosure requirements

Financial Services and Markets Act 2000: Legislation governing companies operating in financial services sector

UK Corporate Governance Code: Set of principles and guidelines for effective corporate governance, particularly relevant for listed companies

PSC Regulations: Regulations regarding People with Significant Control, requiring companies to maintain a register of individuals with significant control

Listing Rules: Regulations applicable to companies listed or planning to list on regulated markets

Share Capital Structure Requirements: Legal requirements regarding the organization and documentation of company share capital

Directors' Powers and Duties: Statutory and common law obligations and responsibilities of company directors

Decision-Making Processes: Legal framework for corporate decision-making including board and shareholder resolutions

Shareholder Rights: Legal provisions protecting and defining the rights of company shareholders

Share Transfer Provisions: Legal requirements and restrictions regarding the transfer of company shares

Administrative Arrangements: Legal requirements for company administration and record-keeping

Company Secretary Provisions: Requirements regarding the appointment and duties of company secretaries

Meeting Procedures: Legal requirements for conducting board and shareholder meetings

Voting Rights: Legal framework governing voting rights and procedures for company decisions

Dividend Rights: Legal provisions regarding the declaration and distribution of company dividends

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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