Articles of Association: company controlled by single shareholder director

This template has been drawn for a company that has a majority shareholder as the principal director who wishes to operate the business with little challenge from other directors and shareholders.

Suitable for use in: England & Wales and Scotland
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About this document

This set of articles has been drawn specifically for a company controlled by a single person.

There is some provision for additional shareholders and directors by and large, the person in charge cannot really be challenged.

It does not matter what the business of the company is, nor whether it is a newly incorporated start-up selling web-based services or an established trading company exporting goods abroad.

The framework provided here is of course based on the model version provided in the Companies Act 2006. However, the model set is unlikely to suit most businesses because much of it is simply unworkable or impractical in the real world.

We have, however, taken advantage of the flexibility of the Act to give you a version that is precise and effective - and in plain English of course. So whether you are incorporating or considering a change of articles from the old Table A, this document should suit you well.

Wide ranging protection for the controlling director

These articles are for a private company with a simple share structure with one shareholder in absolute majority - and of course a principal director. We have provided the director with very wide ranging powers, particularly with an authority to take decisions unanimously. This may be more than you need, but can be edited easily by deletion, as can any text in a Net Lawman document. We give you comments and suggestions on every paragraph.

We include draft minutes of a directors' meeting and a members' general meeting to change the articles.

Other documents you should also use

While the articles are a company's legal “constitution”, a framework within which the company must be managed, you also need to set out the detailed relationships between directors and shareholders.

Articles can be changed - but since doing so requires the consent of at least 75% of the shareholders, you will want not to have to change them if a shareholder wants to sell his or her shares or a new director is appointed. All of that detailed control is best exercised through a shareholders agreement, which is both private and easier to change.

In the unlikely event that the company fails, shareholders could lose almost everything. If you are also a director, you can mitigate this risk to some extent. Because certain payments to employees (and an executive director is an employee) are priority creditors, you may also want the insurance provided by a director service contract.

Alternative versions

Of course, not everyone wants to run his, her, or their business 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 a different scenario and creating your unique structure.

Draftsman

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

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