Model Articles of Association
This document is a template for the Articles of Association for a private company limited by shares. It sets out the internal regulations governing the company's operations, including detailed provisions for share capital, dividends, liquidation preferences, and the rights and obligations of different classes of shareholders. It also covers rules for share transfers, director appointments, and investor protections like anti-dilution.
ARTICLES OF ASSOCIATION of [company name]
THE COMPANIES ACT 2006 COMPANY LIMITED BY SHARES
(Adopted by a special resolution passed on [•] 20[•])
Introduction
The model articles for private companies limited by shares contained or incorporated in Schedule 1 to the Companies (Model Articles) Regulations 2008 (SI 2008/3229) as amended prior to the date of adoption of these Articles (the "Model Articles") shall apply to the Company, save insofar as they are varied or excluded by, or are inconsistent with, the following Articles.
[Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 (as amended) ("Table A") shall not apply to the Company.]
In these Articles and the Model Articles any reference to any statutory provision shall be deemed to include a reference to each and every statutory amendment, modification, re-enactment and extension of or to such statutory provision for the time being in force.
In these Articles:
Article headings are used for convenience only and shall not affect the construction or interpretation of these Articles;
words denoting the singular include the plural and vice versa and reference to one gender includes the other gender and neuter and vice versa;
Articles 8(2), 9(4), 10(3), 11(2), 13, 14, 17(2), 17(3), 19, 21, 26(5), 30(5) to (7) (inclusive), 36, 44(4), 51, 52 and 53 of the Model Articles shall not apply to the Company;
Articles 52 to 62 (inclusive) and 73 of the model articles for public companies contained or incorporated in Schedule 3 to the Companies (Model Articles) Regulations 2008 (SI 2008/3229) shall apply mutatis mutandis to the Company (notwithstanding that it is not a public limited company);
with respect to the calculation of any number of Equity Shares:
each Ordinary Share shall be counted as one Ordinary Share; and
each Series A Share shall be counted as a number of Ordinary Shares (including fractional entitlements) equal to one multiplied by the then applicable Conversion Ratio [(provided that if the relevant calculation is being made when a doubt or dispute has arisen in relation to the adjustment to the Conversion Ratio and the matter has not yet been determined by the Auditors pursuant to Article 1.4(f), then the applicable Conversion Ratio for the purposes of this Article 1.4(e) shall be the Conversion Ratio as determined by the Board [with Investor Director Consent]. If the Board has not determined the applicable adjusted Conversion Ratio, then it shall be deemed to be the most recent determined applicable Conversion Ratio, or, in the absence of the same, the unadjusted Conversion Ratio)];
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