Articles of Association

Professional Company Secretarial Solutions

Elemental CoSec can review your articles of association and advise on necessary changes or help you adopt entirely new articles. As well as the drafting of the articles of association, we will prepare the board minutes and shareholder resolutions for adoption and arrange for all necessary filings.

The Companies Act 2006 was finally fully implemented on 1 October 2009. In many ways it has made the lives of small companies easier but in order to take full advantage of the changes a company needs to update its articles of association. There were also changes brought in, such as the new rules on directors’ conflicts of interest that could cause real problems for the directors of small companies if their articles of association are not up-to-date.

For those that want a simple and cheap way of making sure that they are Companies Act 2006 compliant we have two options (please click on the description for more details).

Adopt the model articles

The Companies (Model Articles) Regulations 2008 introduced a standard set out articles which attempt to be a one size fits all. They do not offer any tailored options, but they will ensure that your company is fully up-to-date and Companies Act 2006 compliant.

We can adopt these articles including preparing and filing the board minutes and shareholder resolution.

Adopt standard articles

Please note that these articles are not appropriate for public companies, companies with more than one class of shares or special purpose vehicles (eg resident’s management companies).

If you are entering into a joint venture then you should carefully consider the provisions of your articles of association. Whether it is a 50-50 joint venture, a majority/minority joint venture or one with investor/management shareholders we can provide tailored articles to help regulate your relationship.

Although the articles can take many forms, some of the aspects that you will likely want to consider are:

  • different share rights;
  • entrenchment provisions;
  • drag and tag rights;
  • leaver provisions; and
  • pre-emption rights.

Please get in touch with us to discuss your requirements further.

For those that need something a bit more bespoke then we can provide anything from minor tweaks to an existing set of articles, to a fully bespoke drafting and advice service.

Please get in touch with us to discuss your requirements further.

For an overview of what articles of association are and some of their key terms, please see our guide here.

Please note that for all articles of association provided by Elemental CoSec you need to be comfortable that they meet your needs and, if you are in any doubt, we recommend that you obtain legal advice. Elemental CoSec is not a law firm and does not provide formal legal advice.

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If you would like to find out more about our services and how we can help support your business, please get in touch.

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