Articles of Association: limited company (ltd) by shares

This "memo and articles" document is for a trading company with a simple structure with two to twenty shareholders. It provides a reasonable, practical framework to enable the directors to get their job done, while protecting shareholders who are not directors.

Suitable for use in: England & Wales and Scotland
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About this memorandum and articles of association

This set of articles is perfect for any new or existing company. Other variations are for specific circumstances. It does not matter what business is operated by your company. Articles are the frame in which you can place any picture - the rule book for operating your company. Use this document for a start-up or old company, for a trading company, website trader, international exporter, airline operator, car seller, or any other.

The framework provided here is of course based on the model articles provided in the Companies Act 2006. That act freed us from the longstanding straight jacket of a document few people dared to edit. Because you can now edit your articles more flexibly, you can make just the structure you need. The so called model articles will not suit you. There are many additions and omissions that are unworkable or impractical in the real world.

We have taken advantage of the new flexibility to give you a version which is simple and effective - and in plain English of course. So whether you are starting a new company or considering a change of articles from the old Table A, this should suit you well (but see below for specialist templates).

These articles are for a private company with a simple share structure. The company will have from two to twenty shareholders. Not all will be directors, so the document provides a balance between letting the directors get on with making money, on the one hand, while protecting the interest of every shareholder, on the other hand. It is also suitable for a company where several shareholders are all directors. 

As with all Net Lawman documents, the drafting notes are immensely valuable. We give you comments and suggestions on every “article”.

The law requires that minutes of meetings are kept, so we also include free bonuses of draft minutes of directors' and members' general meeting to change the articles.

For more detailed information on the changes we have made from the model articles, you can read Setting up the Structure of Your New Company and other articles which explain in more detail

Who will use this company articles document?

There is more here than would be needed by a “one man” company or a start-up. That is why we have provided Articles of Private Company - Shareholder-Director as an alternative.

Your choice should be about what you will need in the next few years and no necessarily what you minimally need today. So this version is for a company in any business whatever. Most or all of the directors are shareholders. Between them the directors control the company and want to get on with their job. One or may be a non-exec director. However, they may have now or expect soon to have, one or more shareholders who is not a director or maybe one or more of the existing directors has little real power. We have therefore provided for that shareholder to be protected - not in a way that will “upset the apple cart” but enough for him to feel that his rights per share will be less strong than anyone else’s.

Use a shareholders’ agreement too

As we have said, the articles of association of a limited company are its legal “constitution”. They are a framework within which the company must be managed. They can be changed - but only with the consent of at least 75% of the shareholders.

Within that framework, you need to set the rules for the detailed relationships between directors and shareholders. You want to be able to leave your articles alone but still change who does what, when someone wants to sell his shares or a new director is appointed. All of that detailed control is best exercised through a shareholders agreement.

Alternative versions of company articles

Of course, not everyone wants to run his, her, or their company in the same way. To avoid having to change your articles frequently, it is also sensible to draw them in ways that suit how your company might be operated in the next few years, not just what you need today. Therefore, we offer various alternatives - each covering different scenario, creates a unique structure.

Articles of Association: company controlled by single shareholder director for a simple structure controlled by one person, or a start-up with no complications.

Articles of Association: lender or investor requires protection for a company requiring strong protection for a minority shareholder. Maybe he or it is a large lender.

Articles of Association: multiple share classes perfectly well for a company with different classes of shares. You can also use this version to edit your existing version if that is your preferred route.

Articles of Association: family owner-managed company for a husband and wife team, or maybe for other close family members with no outsiders.

Articles of Association: property management company for a property management company. This is a rather different animal from a trading company because it exists only to enable a set of flat owners to manage their building together.

Mostly private companies are limited by shares. However, if you want a company through which to operate a charity, club or non-for-profit association you will require articles for a company limited by guarantee.

Draftsman

This document was written by a solicitor for Net Lawman. It complies with current English law.

UK-CPart04 - Articles of Association: limited company (ltd) by shares (Suitable for use in: England & Wales and Scotland)

 
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