Model Articles of Association For Private Companies serve as the foundational governance document for private companies incorporated in England and Wales. They are required during company formation and registration with Companies House, providing the essential framework for company operations, management, and shareholder relations. These articles define how the company makes decisions, allocates powers between directors and shareholders, handles share transfers, and conducts meetings. They can be adopted as-is or modified to suit specific business needs while maintaining compliance with the Companies Act 2006.
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1. Interpretation: Defines key terms used throughout the articles and sets out rules of interpretation
2. Directors' Powers and Responsibilities: Sets out the general authority of directors, delegation of powers, and directors' duties and responsibilities
3. Decision-making by Directors: Procedures for directors' meetings, voting, conflicts of interest, and record-keeping requirements
4. Appointment and Removal of Directors: Process for appointing and removing directors, minimum/maximum numbers, and qualification requirements
5. Shares and Distributions: Covers share capital structure, issue of shares, share certificates, transfer of shares, and dividend rights
6. Decision-making by Members: Procedures for general meetings, voting rights, proxies, and written resolutions
7. Administrative Arrangements: Company communications, means of communication, company seals, records, and accounts
1. Share Transfer Restrictions: Additional provisions controlling how shares can be transferred, including board approval requirements and transfer procedures
2. Pre-emption Rights: Provisions giving existing shareholders first right to purchase new shares or shares being sold
3. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders in sale situations and enabling majority shareholders to force minorities to join in sales
4. Class Rights: Special provisions relating to different classes of shares and their respective rights
5. Alternate Directors: Provisions allowing directors to appoint alternates to act in their absence
1. Schedule 1: Share Capital: Details of initial share capital structure and shareholders
2. Schedule 2: Reserved Matters: List of decisions requiring special majority or unanimous approval
3. Schedule 3: Share Transfer Forms: Standard forms and procedures for transferring shares
4. Schedule 4: Matters Requiring Special Resolution: List of matters requiring approval by special resolution of the shareholders
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