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ARTICLES OF ASSOCIATIONof____________________(the "Company")
INDEX TO THE ARTICLESPART 1INTERPRETATION AND LIMITATION OF LIABILITY
PART 2DIRECTORSDIRECTORS’ POWERS AND RESPONSIBILITIES
DECISION-MAKING BY DIRECTORS
APPOINTMENT OF DIRECTORS
PART 3SHARES AND DISTRIBUTIONSSHARES
DIVIDENDS AND OTHER DISTRIBUTIONS
CAPITALISATION OF PROFITS
PART 4DECISION-MAKING BY SHAREHOLDERSORGANISATION OF GENERAL MEETINGS
VOTING AT GENERAL MEETINGS
PART 5ADMINISTRATIVE ARRANGEMENTS
DIRECTORS’ INDEMNITY AND INSURANCE
PART 1INTERPRETATION AND LIMITATION OF LIABILITY
Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company.
Articles of Association may also be known as:
Articles of Association outline how the shareholders and directors of a limited company must operate. A company creates this governing document during the incorporation process in the United Kingdom.
An Articles of Association template allows an incorporating company to create a set of rules that is custom to its unique needs and in compliance with applicable legislation. Use LawDepot’s Articles of Association template to customise your own company papers.
Model Articles of Association are the default set of governing rules for incorporating companies prescribed by the Companies Act 2006. Companies House, the United Kingdom’s registry for limited companies, provides model articles.
However, if you want to customise your model articles to your company's needs, you can do so by completing Law Depot's Articles of Association questionnaire.
Articles of Association provide a company with a set of rules to follow. This ensures transparency and fairness for everyone with a stake in a company and for third parties doing business with the company.
Without Articles of Association, directors and shareholders could face ongoing disagreements about how to operate the company. With a clear set of rules, directors and shareholders can manage the company consistently and fairly.
Yes, if a company is incorporating within the United Kingdom, the company must create Articles of Association. Under the Companies Act 2006, the UK government requires companies to create Articles of Association during the incorporation process.
The UK government also requires companies to create a memorandum of association during the incorporation process which documents all the names of the initial shareholders and directors of a company.
Companies with more than one shareholder should also create a Shareholder Agreement. This document is a contract between the shareholders of a corporation. The contents in a Shareholder Agreement depends on the corporation and the shareholders, but it mainly outlines shareholder rights and responsibilities. Unlike Articles of Association, you can keep Shareholder Agreements private from the public.
When a company is in the process of creating its Articles of Association, the individual(s) creating the document should provide information for the following areas:
Yes, a company can update or change its Articles of Association. A company may need to change its governing documentation for a variety of reasons, such as complying with a new law or court order.
To amend Articles of Association, a company’s directors need to agree on the change(s) in a Directors' Resolution, which is a written way for directors to document a decision they made. Creating this agreement will likely require a directors’ meeting.
Once agreed upon, the company must send the new Articles of Association, the Directors’ Resolution, and any other important documentation to Companies House.
In the United Kingdom, Companies House is the registry that incorporates or dissolves limited companies. Companies that want to incorporate must file their incorporation paperwork with the registry.
Companies House’s main responsibilities are to:
Yes, once registered with Companies House, a company’s Articles of Association are public documents.
It’s important that Articles of Association documents are available to the public because consumers and potential members need transparency about the companies that they choose to support or get involved with.
If a company fails to create its own Articles of Association, legislation provides the company with default articles. The default articles are legally sound and protect the rights and responsibilities of members but aren’t customised to the unique needs of a specific company.
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