Model Articles of Association
Open Legal Library
This document is the Articles of Association for a company limited by shares under the Companies Act 2006. It outlines the rules and regulations governing the company's management, shareholder rights, and operations. Key areas covered include the issuance and transfer of shares, rights attached to different share classes, procedures for director appointments and meetings, dividend distribution, liquidation preferences, and provisions for share conversions and anti-dilution. It also includes specific clauses related to shareholder agreements, voting rights, and indemnities.
The document can be used to:
1. Define the operational framework for the company's governance.
2. Set terms for share issuance, transfers, and conversions, ensuring shareholder agreements are upheld.
3. Outline the roles and responsibilities of directors and shareholders, including voting rights and meeting procedures.
4. Establish the financial rights of shareholders, including dividends and liquidation preferences.
5. Govern the procedures for changes in company control or structure, such as mergers or reorganizations.
Overall, it provides a comprehensive legal foundation for managing the company's affairs and maintaining the rights and responsibilities of all stakeholders.