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Model Articles Of Association For Private Companies

Model Articles Of Association For Private Companies Template for England and Wales

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Model Articles Of Association For Private Companies

"Need Model Articles of Association For Private Companies for a new tech startup with three founding shareholders, including specific provisions for share vesting and tag-along rights, to be implemented by March 2025."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Companies Act 2006: Primary legislation governing company formation and operation in the UK, providing the fundamental framework for company law

The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015: Regulations governing company names, trading names, and disclosure requirements

The Companies (Model Articles) Regulations 2008: Specific regulations providing the default template for articles of association for different types of companies

The Companies (Articles of Association) Regulations 2008: Regulations detailing requirements for company articles of association and their content

The Companies (Shareholders' Rights) Regulations 2009: Regulations defining and protecting shareholders' rights in companies

Small Business, Enterprise and Employment Act 2015: Legislation affecting various aspects of business regulation and company transparency

Corporate Governance Code: Set of principles and guidelines for good corporate governance practices

Financial Services and Markets Act 2000: Legislation governing financial services and markets, relevant if company involves financial services

The Companies (Trading Disclosures) Regulations 2008: Regulations specifying what information companies must display and disclose in their business operations

Companies House Guidance: Official guidance from the UK company registrar on compliance and filing requirements

Financial Conduct Authority (FCA) Regulations: Regulatory framework for financial services companies and markets

BEIS Guidelines: Guidelines from the Department for Business, Energy and Industrial Strategy on company operations and compliance

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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