Articles of Association

Every company must have The Articles of Association under English law.

Company articles bind each shareholder and establish how the company should be run in terms of procedures, types of resolutions needed for formal company approvals, powers of directors and issues such as what happens when shareholders want to sell or the company wants to create new shares.

By default, a company will start off with standard articles, also known as Table A articles. For many businesses, it is important to change or add to standard articles.

What is a Memorandum of Association?

The Memorandum of Association records basic information when a limited company is set up, such as the names of the initial shareholders. Articles of Association are far more important than the Memorandum of Association. It is no longer a legal requirement to have a Memorandum of Association (since 2009).

Alterations to your company articles of association

Unless you alter your company articles of association, on incorporation, you will start with standard or model articles, which are weak in protecting minority shareholders and place few constraints on the powers of directors.

Model articles are generally unacceptable to private equity investors and/or lenders. Company law is also quite light on key issues.

A comprehensive shareholder agreement may deal with the same sorts of issues as amendments to the company's articles of association, so it's advisable to consider the overlap and interplay between a shareholders agreements and company articles..

Solicitors for company articles of association

Contact us for more information on how we can assist with ensuring that your company has the right articles of association.