Articles of association for a private company limited by shares with several shareholders

by Practical Law Corporate

Specimen short form articles of association designed for a private company limited by shares registered in England and Wales. This standard document offers a robust framework that modifies and replaces key provisions of the model articles for private companies limited by shares contained in Schedule 1 to the Companies (Model Articles) Regulations 2008 (SI 2008/3229). It addresses crucial aspects of corporate governance, with a significant focus on regulating share transfers. The standard document establishes bespoke procedures for pre-emption rights, defines circumstances for permitted transfers, and details compulsory transfer events. The standard document also introduces optional commercial protections for shareholders, including leaver provisions for departing service providers and optional tag along and drag along provisions. The standard document also sets out tailored rules for issuing new shares and managing director conflicts of interest. This standard document may be used in conjunction with Standard document, Shareholders' agreement between several shareholders.