A guide to drafting articles of association for a venture capital transaction

Copyright © 2025 LexisNexis
Published by a LexisNexis Corporate expert
Practice notes

A guide to drafting articles of association for a venture capital transaction

Copyright © 2025 LexisNexis

Published by a LexisNexis Corporate expert

Practice notes
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Articles of association

This Practice Note serves as a guide for a drafter when drafting and/or reviewing articles of association (articles) of a private limited company (incorporated in England and Wales) backed by a private equity (or venture capital) fund investor (the investor) and the company’s founders pursuant to a venture capital (VC) transaction. The transaction will involve an investment into an existing company (the Company), where the existing shareholders (generally founders of the business) retain their previously issued/existing shares in the Company. Set out below are issues to consider when drafting and/or reviewing the key provisions of such a document.

Model articles

The drafter will need to take instructions from the parties on which provisions of the model articles for private companies limited by shares contained in Schedule 1 to the Companies (Model Articles) Regulations 2008 (SI 2008/3229) (Model Articles) will apply to the Company in which they will hold their shares. Typically, the parties will include a provision in the Company’s articles specifying that the Model Articles will apply

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