Articles of association in corporate joint ventures
Articles of association in corporate joint ventures

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Articles of association in corporate joint ventures
  • Statutory framework for articles of association
  • Typical provisions in joint venture articles of association
  • Class rights, weighted voting rights and entrenched provisions
  • Board arrangements
  • Shareholder arrangements
  • Restrictions on share issues and transfers
  • Limitations of articles of association

Where a limited company registered in England and Wales is used as the vehicle for a joint venture (JV), articles of association (articles) of the joint venture company (JVC) will be required. The parties will usually include in the articles certain specific terms agreed between them, which will be supplemented by the provisions of the joint venture agreement (JVA).

Statutory framework for articles of association

Limited companies incorporated in England and Wales on and after 1 October 2009 are registered under the Companies Act 2006 (CA 2006). A company formed under the CA 2006 must have articles which will be either the relevant model articles or articles which exclude or modify the relevant model articles. Articles which exclude or modify the model articles must be registered with Companies House. If no articles are registered with Companies House, the relevant model articles will apply to the company. For more information on registering a limited company, see Practice Note: A company’s constitution.

Whether or not a company's articles exclude or modify the model articles, the company's articles will remain subject to the provisions of the CA 2006. In general, the provisions of the CA 2006 will override a company's articles and will apply directly to the company regardless of the contents of its articles. However, there are certain provisions of the CA 2006