Articles of Association

Lender or investor requires protection
Recommended
Bespoke Drafting

A document drawn just for you to your exact requirements. Free discussion before we provide an estimate. Fixed fee for each stage of work.

Key features

This set of articles has been written for a trading company that has a shareholder who requires special rights, whether to balance a minority stake or protect a debt investment. The owner may be a director, but we have assumed his or her interest will need to be protected without considering that status. These provisions give a reasonable, practical and balanced framework to manage and control the company, while protecting the shareholder.
Compliant
Compliant with the latest law in
  • England & Wales
  • Scotland
Document propertied
Document properties
  • Length:30 pages (7900 words)
  • Available in:
    MsWordMicrosoft Word DOCXApple pagesApple PagesRTFRTF
watertight guarantee
Backed by our watertight guarantee

If the document isn’t right for your circumstances for any reason, just tell us and we’ll refund you in full immediately.

writing in plain english
Written in plain English

We avoid legal terminology unless necessary. Plain English makes our documents easy to understand, easy to edit and more likely to be accepted.

Notes
Guidance notes included

You don’t need legal knowledge to use our documents. We explain what to edit and how in the guidance notes included at the end of the document.

email
Support from our legal team

Email us with questions about editing your document. Use our Lawyer Assist service if you’d like our legal team to check your document will do as you intend.

About this document

These articles give additional protection to one or more shareholders who may not be directors.

The situations in which this document may be particularly useful include where:

  • the company borrows money from a lender who also takes an equity interest, but who does not wish to be, or to appoint, a director on account of the responsibility that comes with that appointment.

  • a majority shareholder who has controlled the company retires but wants to be sure that the smaller interest he or she 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 influential shareholder does not want day to day involvement

Although it may be likely that an influential shareholder may not want to be a director, many investor organisations will want board representation. We have optionally 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.

The framework provided here is of course based on the model articles provided in the Companies Act 2006. Not only does the model version not contain provisions suitable for redistributing power between owners, many of them remain impractical for most modern companies.

For more detailed information on the changes we have made from the model articles, you can read our article about the operational structure you might give your company.

Other documents you may need

The articles can be changed, but since doing so requires the consent of shareholders who own more than 75% of the company, you may not want to change them often. To keep the articles clean of ownership issues, we recommend that you use a shareholders' agreement such as one based on this template.

If there are conflicting interests represented among the shareholders, you should also make sure each director has a service contract. That way, there can be no misunderstand about responsibilities and power.

The law requires that minutes of all meetings are kept, including those where changes to the articles are proposed and agreed. We include the draft minutes of the directors' and the members' general meetings to enable you to do this.

Alternative versions

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.

Our vanilla version for a limited company by shares is likely to be suitable where all shareholders are directors, or some but not all are.

We also have a version where there are multiple share classes. We give you examples of different class rights, but if you are considering different classes, you will already have decided what you want.

Sample articles of associationSample page from the articles of association for a company with professional investors

Choose the level of support you need

Document only

Complete the document template yourself using our guidance notes
£42.00 (incl. VAT)
Save with a membership
  • okComprehensive template covering legal and practical points
  • okDetailed guidance notes a step-by-step instructions to help you complete your document with confidence.
  • okUp to date with latest law our lawyers regularly review how new relevant law affects each document in our library
  • okWritten in plain English avoiding legal terminology unless necessary. plain English makes our documents easy to understand, easy to edit and more likely to be accepted
  • okSupport from our legal team email us with questions about editing your document
  • okMoney back guarantee that if the document isn't right
Most Popular

Lawyer Assist

Support from our legal team during and after editing
215 Reviews
£222.00 (incl. VAT)
Save up to 40% with a membership
  • okComprehensive template covering legal and practical points
  • okDetailed guidance notes a step-by-step instructions to help you complete your document with confidence.
  • okCustom workspace - get expert answers fast: a dedicated space for priority expert assistance, keeping you on track.
  • ok
    Review of your edited document by our legal team including:
    • understanding your requirements
    • checking that your document will achieve your goal
    • reporting on whether your changes comply with the law
    • answering your questions about how to word a new clause or achieve an outcome
    • checking that your use of defined terms is correct and consistent
    • correcting spelling mistakes
    • reformatting the document ready to sign

Bespoke

Drafted for you, to your precise requirements
from
£600.00 (incl. VAT)
Save up to 10% with a membership
  • okA document drawn just for you to your exact requirements
  • okPersonalised service provided by an experienced solicitor
  • okFree discussion before we provide an estimate, for you to ask questions and for us to understand your requirements
  • ok
    Transparent fees
    • fixed fee to draw a document to your initial instructions
    • additional or changed instructions charged either at fixed rates or on a time basis as agreed with you
    • no charges for office overheads or third party disbursements
  • okCareful and thorough consideration of your circumstances and your consequent likely practical and legal requirements
  • okProvision of options that you may not have considered with availability for discussion
  • okHelp and advice woven into the fabric of our service so that you can make the best decisions
Membership plans

Standard

For occasional users of small businesses and start-ups
£95.00 per year
no auto-renewal
Save on average £210*
  • Allowed downloads from entire Library
    (average document price £30)
    10
  • Lawyer Assist Service included
    (average price £149)
  • Custom workspace - get expert answers fast
  • Discount on further Lawyer Assist
    30%
  • Discount on Bespoke Drafting
  • Telephone support
  • Priority email support
    ok

Professional

For larger businesses and professional service firms
£195.00 per year
no auto-renewal
Save on average £570*
  • Allowed downloads from entire Library
    (average document price £30)
    25
  • Lawyer Assist Service included
    (average price £149)
  • Custom workspace - get expert answers fast
  • Discount on further Lawyer Assist
    40%
  • Discount on Bespoke Drafting
    10%
  • Telephone support
    ok
  • Priority email support
    ok

Professional Plus

For more frequent users of Lawyer Assist
£375.00 per year
no auto-renewal
Save on average £910*
  • Allowed downloads from entire Library
    (average document price £30)
    25
  • Lawyer Assist Service included
    (average price £149)
    2
  • Custom workspace - get expert answers fast
    ok
  • Discount on further Lawyer Assist
    40%
  • Discount on Bespoke Drafting
    20%
  • Telephone support
    ok
  • Priority email support
    ok
* Calculated on the basis of average price.
© 1999 - 2025 Net Lawman Limited.
All rights reserved