Articles of association (Model Articles): early-stage investment

by Practical Law Corporate

A standard document containing articles of association suitable for an early-stage private company limited by shares following a venture capital investment. These articles are designed to be adopted in place of the standard model articles, incorporating comprehensive provisions tailored to the specific dynamics of a venture-backed enterprise. Key features include the establishment of distinct share classes, such as A Ordinary Shares for investors, which carry preferential dividend and liquidation rights. This document outlines significant investor protections, including extensive investor consent rights over material company decisions and the right for an investor majority to appoint an investor director to the board. The provisions governing share transfers are detailed, establishing clear procedures for pre-emption rights, tag-along rights to protect minority holders, and drag-along rights to facilitate a complete sale of the company. Furthermore, these articles contain critical compulsory transfer mechanisms for departing service providers, differentiating between "Good Leavers" and "Bad Leavers", and provide for investor anti-dilution protection on future financing rounds. These articles are designed to be used in conjunction with Standard document, Investment agreement: early-stage investment.