Articles of association

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Practice notes
A guide to share purchase agreementsThis Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited...
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19th May
Practice notes
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
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19th May
Practice notes
Tailoring a shelf companyA person wishing to set up a new company has the following options:•they can incorporate a new company in accordance with the...
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19th May
Practice notes
Alternate directorsThis Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and...
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19th May
Practice notes
Non-executive directors—independenceThe concept of independence is key to provisions in the UK Corporate Governance Code (UKCG Code) on board...
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Produced in partnership with Advanced Boardroom Excellence 19th May
Practice notes
G20/OECD Principles of Corporate GovernanceThis Practice Note discusses the Principles of Corporate Governance (Principles) published by the Group of...
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Produced in partnership with Professor Brenda Hannigan of University of Southampton 19th May
Practice notes
The Prospectus Regulation—key changes in comparison to the Prospectus Directive regimeThis Practice Note provides an overview of the implementation of...
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19th May
Q&As
Can a capital contribution/gift by a shareholder be treated as distributable reserves?The issue is whether capital contributions or gifts by a...
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Produced in partnership with Brenda Hannigan of Southampton University 19th May
Practice notes
The Transparency DirectiveThis Practice Note provides an overview of the implementation of and key changes introduced by the EU Transparency Directive...
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Produced in partnership with Mr Darragh Connell of Forum Chambers 19th May
Practice notes
Sub-division and consolidation of sharesIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period...
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19th May
Practice notes
Insider listsThis Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope...
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19th May
Practice notes
General meetings—notice requirements for private and unlisted public companiesA general meeting must satisfy certain requirements set out in the...
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19th May
Practice notes
Notifying changes in share capital to Companies House—statement of capitalCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some...
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19th May
Q&As
Will a redesignation of shares constitute a variation of class rights?A redesignation of shares involves a change in the name of some or all of a...
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Produced in partnership with Julian Henwood of Gowling WLG 19th May
Q&As
What is the process for a redesignation of shares?This Q&A examines how a company may carry out a redesignation of shares, meaning a change in the...
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19th May
Practice notes
Financial assistance—a quick guideThe Companies Act 2006 (CA 2006) prohibits: •a public company (or its subsidiary) from giving financial assistance...
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19th May

Most recent Articles of association content

Practice notes
Protection of minority members—a quick guideA minority member in a company does not have much power to influence its management or any majority...
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10th Sep
Precedents
Individuals and corporates as shareholders provisions—articles—corporate joint venture—deadlock (50:50) or majority or minorityArticle 1.2Delete...
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12th Aug
Precedents
Drag and tag along provisions—articlesInsert new articles 45 and 46 in Precedent: Articles of association—private limited company or new articles 70...
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12th Aug
Precedents
Right of first refusal provisions—articles—corporate joint ventureAmendments to Precedent: Articles of association—joint venture company—deadlock...
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12th Aug
Precedents
Articles of association—joint venture company—deadlock (50:50)Private Company Limited By SharesArticles of Association of [insert name of company]...
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12th Aug
Precedents
Majority/minority board control provisions—joint venture shareholders’ agreement and articles of associationjoint venture shareholders’...
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12th Aug
Precedents
Compulsory transfer provisions—articles—corporate joint ventureInsert the following as new definitions (if not already included) in the articles of...
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12th Aug
Precedents
Articles of association—joint venture company—majority/minorityPrivate Company Limited By SharesArticles of Association of [insert name of company]...
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12th Aug
Precedents
Right of first offer provisions—articles—corporate joint ventureAmendments to Precedents: Articles of association—joint venture company—deadlock...
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12th Aug
Precedents
Articles of association—joint venture company—deadlock (50:50)—individuals as shareholdersPrivate Company Limited By SharesArticles of Association of...
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12th Aug
Precedents
Deadlock board control provisions—joint venture shareholders’ agreement and articles of associationjoint venture shareholders’ agreementInsert the...
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12th Aug
Practice notes
Management of the corporate joint venture and minority shareholder issuesBoard compositionIn 50:50 joint ventures, the joint venture agreement (JVA)...
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12th Aug
Practice notes
Termination—corporate joint venturesProvision for terminationWhen entering into a joint venture (JV), some parties may already have views as to the...
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12th Aug
Practice notes
Drag along and tag along—fundamentalsDrag along and tag along rights are common provisions in private equity (PE)/venture capital (VC) and corporate...
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12th Aug
Practice notes
Share transfers—corporate joint venturesWhen deciding to enter into a joint venture, parties will want to consider carefully the identity of the other...
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12th Aug
Practice notes
Deadlock in corporate joint venturesA joint venture in which two joint venture parties each own 50% of the shares of the joint venture company (JVC)...
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12th Aug
Practice notes
Terminating and exiting a corporate joint venture—fundamentalsEmbarking on a joint venture (JV) relationship usually involves considerable planning...
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12th Aug
Practice notes
Articles of association in corporate joint venturesWhere a limited company registered in England and Wales is used as the vehicle for a joint venture...
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12th Aug
Practice notes
Deadlock—fundamentalsA deadlock is where parties to an agreement have an irreconcilable conflict and are therefore unable to reach agreement. This...
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12th Aug
Q&As
Who pays the legal costs in the event of a shareholders' dispute? Can the company pay?This Q&A considers who is liable to pay the legal costs of a...
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12th Aug

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