
Articles of association for shareholders' agreement
- Customisable to your company
- Compatible with our shareholders' agreement
- Quick and easy to create
These articles of association for shareholders’ agreement complement our Shareholders’ agreement. You must download and use them both together for them to be effective. You can also purchase them as part of our Shareholders' agreement toolkit, which will guide you through the process of entering into an agreement and obtaining approval of the changes from both the board and the shareholders.
You can use these articles of association and accompanying shareholders’ agreement when:
- you first set up a company, or your business is already established and you currently use the model articles; and/or
- you are taking on a new share investor and it is agreed that everyone will sign up to a new shareholders' agreement as part of the investment process.
These documents help to keep your business running smoothly, particularly when it comes to issuing and transferring shares. The articles also work with the shareholders’ agreement to prevent problems arising to do with how and when you can sell the company.
Don’t forget, these articles need to be formally approved by your company’s board and shareholders for your company to adopt them.
Q&A
When should I use this document?
Use these articles of association for shareholders’ agreement if you are also using our Shareholders’ agreement.
Both can be used for companies that:
- do not currently have a shareholders’ agreement;
- have only one class of shares (ordinary shares); and
- currently use the default model articles of association.
If you are not sure whether you have used the model articles, you can check your company’s record online at Companies House.
What does this document cover?
These articles of association for shareholders’ agreement include provisions to ensure your company:
- gets the consent of the right shareholders before taking important actions like issuing or transferring shares or mortgaging company property; and
- is able to be sold by a majority of shareholders ie preventing minority shareholders from blocking a sale.
Why do I need this document?
It is standard practice to update your articles at the same time as entering into a shareholders’ agreement. You need these articles of association for shareholders’ agreement if you intend to use our Shareholders’ agreement. The two work together to ensure that your company and shareholders are all bound by the same set of provisions. You can also purchase both documents as part of the Shareholders' agreement toolkit, which will guide you through the process.
If you do not use these articles of association, parts of your shareholders’ agreement may not be effective if they conflict with your existing articles. At best, this can lead to confusion and uncertainty, at worst, it could lead to dispute and legal action about what the company, board and/or shareholders are empowered to do.
Where can I find out more?
For more information about shareholders’ agreements, including the process you need to follow to sign up to one and the documentation to approve it, and your new articles of association, see Shareholders’ agreement.
For general information about changing your articles of association, see How a company’s articles of association can be changed.
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