Articles of Operation for LLC (adapted as Articles of Association in the UK) serve as the constitutional document for a private limited company in England and Wales. This document is required during company formation and registration with Companies House, outlining the company's internal management structure, shareholder rights, and operational procedures. It establishes the framework for decision-making, share transfers, and corporate governance in compliance with the Companies Act 2006. The document is particularly crucial for defining relationships between shareholders, directors' powers, and protecting both majority and minority interests.
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1. Company Name and Type: Specifies the company name and its status as a private company limited by shares
2. Definitions and Interpretation: Defines key terms used throughout the articles
3. Share Capital: Details the structure and rights attached to company shares
4. Directors: Outlines directors' powers, responsibilities, and decision-making processes
5. Shareholders: Covers shareholders' rights, meetings, and voting procedures
6. Administrative Arrangements: Details company administration, records, and communications
1. Share Transfer Restrictions: Additional provisions to control share transfers between members, typically used for family businesses or closely-held companies
2. Tag-Along Rights: Provisions to protect minority shareholders in sale situations, giving them the right to join in sales on same terms
3. Drag-Along Rights: Provisions enabling majority shareholders to force minority shareholders to join in sale, useful for exit flexibility
1. Share Capital Schedule: Details initial shareholdings and share classes
2. Reserved Matters: Lists decisions requiring special approval
3. Directors' Powers: Detailed list of specific powers granted to directors
4. Proxy Forms: Standard forms for appointing proxies at meetings
Relevant legal definitions
Act
Articles
Board
Business Day
Company
Companies House
Director
Eligible Director
General Meeting
Member
Model Articles
Ordinary Resolution
Ordinary Shares
Person
Register of Members
Registered Office
Secretary
Share
Shareholder
Special Resolution
Subsidiary
Transfer
Transmittee
United Kingdom
Working Hours
Writing
Electronic Form
Fully Paid
Partly Paid
Share Capital
Class Rights
Dividend
Quorum
Proxy Notice
Corporate Representative
Board Meeting
Annual General Meeting
Conflict of Interest
Reserved Matter
Articles
Board
Business Day
Company
Companies House
Director
Eligible Director
General Meeting
Member
Model Articles
Ordinary Resolution
Ordinary Shares
Person
Register of Members
Registered Office
Secretary
Share
Shareholder
Special Resolution
Subsidiary
Transfer
Transmittee
United Kingdom
Working Hours
Writing
Electronic Form
Fully Paid
Partly Paid
Share Capital
Class Rights
Dividend
Quorum
Proxy Notice
Corporate Representative
Board Meeting
Annual General Meeting
Conflict of Interest
Reserved Matter
Clauses
Preliminary Provisions
Share Capital and Rights
Share Transfers
Share Certificates
Lien on Shares
Calls on Shares
Forfeiture of Shares
Transfer of Shares
Transmission of Shares
Alteration of Share Capital
General Meetings
Notice of General Meetings
Proceedings at General Meetings
Voting Rights
Proxies and Corporate Representatives
Number of Directors
Appointment of Directors
Powers of Directors
Delegation of Directors' Powers
Directors' Remuneration
Directors' Expenses
Directors' Conflicts of Interest
Directors' Meetings
Secretary
Dividends and Other Distributions
Capitalization of Profits
Record Dates
Notices and Communications
Administrative Arrangements
Company Seals
Indemnity and Insurance
Winding Up
Share Class Rights
Pre-emption Rights
Tag-along Rights
Drag-along Rights
Reserved Matters
Board Composition
Decision Making
Dispute Resolution
Share Capital and Rights
Share Transfers
Share Certificates
Lien on Shares
Calls on Shares
Forfeiture of Shares
Transfer of Shares
Transmission of Shares
Alteration of Share Capital
General Meetings
Notice of General Meetings
Proceedings at General Meetings
Voting Rights
Proxies and Corporate Representatives
Number of Directors
Appointment of Directors
Powers of Directors
Delegation of Directors' Powers
Directors' Remuneration
Directors' Expenses
Directors' Conflicts of Interest
Directors' Meetings
Secretary
Dividends and Other Distributions
Capitalization of Profits
Record Dates
Notices and Communications
Administrative Arrangements
Company Seals
Indemnity and Insurance
Winding Up
Share Class Rights
Pre-emption Rights
Tag-along Rights
Drag-along Rights
Reserved Matters
Board Composition
Decision Making
Dispute Resolution
Relevant Industries
Relevant Teams
Relevant Roles
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