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Last revision: 06/07/2024
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Fill out the templateA company's articles of association refers to the internal rules that govern the way the company will be run. The articles of association sets out how the company's directors will take decisions and exercise their powers. The articles of association also set out how the shareholders will exercise their powers to take certain decisions (e.g. appointing directors, transferring shares).
An private limited company has three options on the type of articles of association to adopt. These are:
A shareholders' agreement is an agreement between the shareholders of the company which sets out their rights, responsibilities and other matters not covered by the articles of association. The shareholders' agreement is permits the clauses to be more specific or tailored to the shareholders' interests.
The articles of association is a not a contract between the shareholders, but a public document that outlines the company's internal rules governing the running of the company. Whereas, the shareholders' agreement is private to the shareholders, the articles of association can be accessed by the public as it has to be filed with the Companies House.
Yes, it is mandatory for a company within the UK to have articles of association. The articles of association have to be made publicly available by filing with the Companies House.
This type of articles of association is specifically to be used for a private limited company.
Yes, it is necessary to register the articles of association with the registrar at the Companies House. If the company is a newly registered company, the articles of association should be submitted to the Registrar at the same time when the company's incorporation document and memorandum of association are submitted (i.e. at the point when the company is being registered).
If the company has already been formed, the articles of association should be filed and sent to the Registrar of Companies within 15 days.
The costs of finalising articles of association are also the costs associated with registration of the company where the company is a newly formed company. This is because the articles of association should also be submitted at the time of registering the company. The costs of registration can be found on the companies house website.
There is are no costs involved for the amendment of the articles of association.
The articles of association should contain the following provisions:
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Articles of Association for a Private Company Limited by Shares
Country: United Kingdom