Define: New Articles
New Articles refers to the updated articles of association that a company agrees to adopt on or before completion of a transaction, typically an investment or share sale. Defined in the agreed form, they replace or amend the company's existing constitution and may be further modified after completion, subject to the terms agreed by the parties.
Legal accuracy standard set & glossary spot-checked by Imad Mohammed Nazar , Skadden-trained M&A lawyer, Legal Engineer at GenieAI
What New Articles Means in a Contract
In a transactional agreement, New Articles is a defined term referring to the version of a company's articles of association that the parties intend to put in place, usually at completion. Rather than describing the company's current constitution, it points forward to a revised set of governance rules that will bind shareholders and directors once adopted. This distinction matters because many transactions, particularly investment rounds or reorganisations, require the company's constitution to be updated to reflect new rights, restrictions, or share classes that did not exist before the deal.
The term is almost always tied to the concept of the.
Relevant Circumstances
- When a company adopts updated articles of association as part of a transaction
- If investor protections require specific governance terms to be in the articles
- Where the articles may be further amended after completion