Choose from eight templates for companies of all types
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Product ID: UK-CPart04

Articles of Association: limited company (ltd) by shares

These are model articles for any trading company with a simple structure and between two and twenty shareholders.

Use this document as a foundation on which a start-up can grow, or for an existing company that wishes to upgrade from the impracticalities of the Companies House version.

This document provides a reasonable, practical framework to enable the directors to get their job done, while protecting shareholders who are not directors.

The articles are drawn to be uncontroversial and flexible, with sensible apportionment of powers to directors and protection of minorities.

Suitable for use in: England & Wales and Scotland
£21.60 inc VAT (£18.00 ex VAT)
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Product ID: UK-CPart05

Articles of association: private company limited by guarantee

These are articles for a company limited by guarantee.

Use them as the structure of your charity, club, interest group or other not-for-profit organisation.

The document provides a reasonable, practical framework to enable the directors to manage and control the company. It contains modern provisions in plain English.

The document is suitable for:

  • any size of organisation: the members may be few or may be numbered in thousands
  • a new or an existing company
  • a company in any industry or with any objectives
Suitable for use in: England & Wales and Scotland
£56.40 inc VAT (£47.00 ex VAT)
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Product ID: UK-CPart10

Articles of Association: property management company

This set of articles is for a property management company where the company owns the freehold to a number of properties that share services, and the shareholders are long leaseholders of individual “units”.

The property would commonly be a set of flats, but could be an estate of houses or buildings of any sort.

This document could also be used by a developer who intends to sell the individual properties by long leasehold, then hand over the freehold to this company when the last one is sold.

The structure this document assumes is that:

  • the company owns the freehold
  • each long leaseholder holds one share in the company
  • the leaseholders will run the company themselves
  • through the company, common services to all leaseholders are provided, such as property maintenance

These articles place great emphasis on equality of shareholders and avoidance of allowing one strong personality to take over.

The document also provides also for a large number of property units where it would be impractical for every shareholder also to be a director.

Suitable for use in: England & Wales and Scotland
£56.40 inc VAT (£47.00 ex VAT)
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Product ID: UK-CPart06

Articles of Association: company controlled by single shareholder director

These are articles for a company that has a single manager who wishes to operate without complications and with little challenge from shareholders.

The document ideally suits companies with only one director who also owns all the shares the company. However, there may be other shareholders and directors. Decision making power is very much given to a single person.

For example, the company might exist to limit the liability of a trader selling goods, or it may be a vehicle through which a consultant sells his services to his clients.

This document provides a simple structure, suitable for operating any type of business where:

  • there is one class of shares
  • a single director has absolute power
Suitable for use in: England & Wales and Scotland
£44.40 inc VAT (£37.00 ex VAT)
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Product ID: UK-CPart08

Articles of Association: multiple share classes

These are articles of association for a trading company with a structure that has different classes of shares.

Each class of shares has different rights, requiring these articles to support, control and protect them. This template provides a reasonable, practical and balanced framework to manage and control the company, while protecting each class of shareholder.

This document is a complete solution. Do not rely on simply editing your existing articles. We have made many important consequential changes in other articles to provide an efficient corporate structure.

  • flexible to edit for any number of classes
  • you can select names of classes you want and select rules for each class - using our examples if you wish
  • rights attached to each class can be different from one group to another, and "slot in" to the document in your own words

Examples of different rights:

  • entitlement to receive a preferential dividends
  • special rights to appoint directors
  • rights that apply only in particular circumstances
  • rights which prevent transfer of control of the company (sometimes called "Golden Share" rights)
  • rights attaching to employee shares

You might like to read more on company structures that have multiple share classes.

Suitable for use in: England & Wales and Scotland
£56.40 inc VAT (£47.00 ex VAT)
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Product ID: UK-CPart07

Articles of Association: lender or investor requires protection

This is a set of model articles for a trading company with a simple structure that has a minority shareholder or large lender-investor.

You may be an advisor looking to protect the lender-investor or make a proposal on behalf of the company.

The lender-investor may be a director, but we have assumed that he prefers to be uncommitted to management and to rely on these strong articles to protect him.

This version provides a reasonable, practical and balanced framework to manage and control the company, while protecting the lender-investor.

Although it is unlikely that an influential shareholder will want to be a director, many investor organisations will want board representation. We have provided in these articles for one or more directors to “represent” one of more shareholders and prefer their interest to the interests of the other shareholders - so far as it is possible by law to do this.

Example situations in which to use this version:

  • A company raises money under terms whereby the lender also takes an equity interest, but most likely does not wish to appoint a director on account of the responsibility that comes with that appointment.
  • A large shareholder who has probably controlled the company, now retires but wants to be sure the smaller interest he has retained, is still “safe” from unexpected activity by the remaining directors.
  • A family dispute ends with agreement for one side to operate the company and the other side to retain shares but not be involved in the management.
  • Any other influential shareholder who does not want day to day involvement.
Suitable for use in: England & Wales and Scotland
£56.40 inc VAT (£47.00 ex VAT)
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Product ID: UK-CPart09

Articles of Association: family owner-managed company

These are model articles for any trading company where two close family members, usually a wife, husband, civil partner or two other close people, run a company together.

If you set up any contract with absolute equality, sooner or later there will be deadlock. This document goes as far as possible to minimise the chance of deadlock. (Best of all, you should also have a shareholders’ agreement in place).

These articles are suitable too, for a company where two shareholders appoint a non-executive director to act as “referee” in the event of a dispute.

Suitable for use in: England & Wales and Scotland
£56.40 inc VAT (£47.00 ex VAT)
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Product ID: UK-CPart11

Memo and Articles: trading company with vesting shares

This set of articles is for a trading company with a structure using "vesting" shares that will acquire full rights only after participation or contribution by a shareholder over a period of time.

If you have not yet considered using vesting shares, it is unlikely that this version will suit you.

This template provides a reasonable, practical and balanced framework to manage and control the company, while protecting the shareholders and interest of the company.

The articles of any company provide the framework for its operation. Any terms as between shareholders should be covered in a shareholders’ agreement.

It does not matter what business is operated by your company nor how many shareholders you have. Vesting shares can be used for some shareholders or new shareholders, or all of them.

The vesting structure is managed by creating deferred convertible shares which convert to full “A” shares on the happening of a trigger event.

Each shareholder knows not only what is his entitlement but how it is limited.

Use this document for a start-up or an existing company in any industry.

Examples of use of this set of articles:

  • for starting a new business without a fear that some shareholders may leave early
  • to prevent a shareholder from transferring his shares for an initial period of time
  • to enable each shareholder to prove his value to the business before he may become a shareholder
Suitable for use in: England & Wales and Scotland
£58.80 inc VAT (£49.00 ex VAT)
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