Non Standard Articles Of Association

Non Standard Articles Of Association Template for England and Wales

Create a bespoke document in minutes, or upload and review your own.

4.6 / 5

4.8 / 5

Let's create your Non Standard Articles Of Association

1. Select your governing law and document type:

2. Enter your key requirements:

3. Create your document to edit, review or download

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

"Need Non Standard Articles of Association for a tech startup with multiple share classes, including specific provisions for investor rights and a detailed pre-emption rights mechanism for our Series A funding round planned for March 2025."

What is a Non Standard Articles Of Association?

Non Standard Articles of Association are utilized when the standard Model Articles provided under UK law don't adequately meet a company's specific needs. They are particularly relevant for companies with complex ownership structures, specific governance requirements, or unique operational needs. These articles must comply with English and Welsh law while providing tailored solutions for matters such as share rights, transfer restrictions, decision-making processes, and board composition. They form the fundamental constitution of the company and bind both current and future shareholders and directors.

What sections should be included in a Non Standard Articles Of Association?

1. Interpretation: Defines key terms used throughout the articles and sets out rules for interpreting the document

2. Limited Liability: States the nature and extent of members' liability in the company

3. Objects and Powers: Sets out the company's objectives and scope of activities (if restrictions desired)

4. Share Capital: Details the structure of company's share capital and share classes

5. Share Certificates: Procedures for issuing and replacing share certificates

6. Directors' Powers and Responsibilities: Defines scope of directors' authority, duties, and decision-making processes

7. Decision-making by Directors: Procedures for board meetings, written resolutions, and conflicts of interest

8. Appointment and Removal of Directors: Process for appointing and removing directors, including qualification requirements

9. Shares and Distributions: Rules regarding dividend rights, capitalization of profits, and other distributions

10. Decision-making by Members: Procedures for general meetings, voting rights, and written resolutions

11. Administrative Arrangements: General provisions regarding company communications, records, and indemnities

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

1. Share Transfer Restrictions: Used when company wants to control transfer of shares, typically in private companies

2. Pre-emption Rights: Include when existing shareholders should have first right to purchase new shares or transfers

3. Tag-Along Rights: Include when minority shareholders need protection in sale scenarios

4. Drag-Along Rights: Include when majority shareholders need power to force sale participation

5. Class Rights: Required when company has multiple share classes with different rights

6. Shareholder Reserved Matters: Include when certain decisions require specific shareholder approval

What schedules should be included in a Non Standard Articles Of Association?

1. Share Rights Schedule: Detailed description of different share classes and their associated rights

2. Matters Reserved Schedule: Comprehensive list of decisions requiring special or shareholder approval

3. Proxy Forms: Standard forms for proxy appointments at general meetings

4. Deed of Adherence: Template for new shareholders to agree to be bound by the articles

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology
Financial Services
Manufacturing
Professional Services

Relevant Teams

Legal
Corporate Governance
Board Secretariat
Compliance

Relevant Roles

Company Secretary
General Counsel
Chief Executive Officer
Board Director

Find the exact document you need