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Articles of Association Editor

Fill in the details below to generate your customized UK company constitutional document

🏢 Company Details

Must include "Limited" or "Ltd"
Assigned by Companies House

📊 Share Capital Structure

? The maximum number of shares the company is authorized to issue. Common amounts are 10,000, 100,000, or 1,000,000.
? The face value of each share, typically £0.01, £0.10, or £1.00. This is different from market value.
? Single class (Ordinary shares only) is simplest. Multiple classes allow different voting rights, dividend preferences, or liquidation priorities.
Specify each share class, number of shares, voting rights, and dividend rights

👥 Directors

? Private companies must have at least 1 director. Specifying 2 provides governance continuity. Public companies need at least 2.
? No legal maximum, but specifying one prevents unlimited board growth. Leave blank for no maximum.
? Minimum directors needed for valid board decisions. Typically 2 for small companies, or majority for larger boards.
? Allow directors to appoint substitutes to attend meetings in their absence. Common in companies with international directors.

🔄 Share Transfer Restrictions

Model Articles allow unrestricted share transfers. Most private companies restrict transfers to maintain control over ownership.
? Board approval gives directors control over new shareholders. Pre-emption rights require shares to be offered to existing shareholders first.
? How long existing shareholders have to accept the offer before shares can be sold externally. 14-30 days is standard.
? Allow transfers to spouse, children, or family trusts without restrictions. Common for family businesses.
? If majority shareholders sell, they can force minority shareholders to sell on same terms. Protects majority deal-making ability.

💰 Dividends & Distributions

? Who can declare dividends. Board-only is faster but shareholders must approve final dividends. Directors recommend, shareholders approve is standard.
? Allow directors to pay dividends between AGMs without waiting for shareholder approval. Standard for active companies.

📅 General Meetings

? Private companies are NOT required to hold AGMs unless Articles require it. Public companies must hold AGMs.
? Minimum notice for shareholder meetings. Statutory minimum is 14 days for private companies, 21 for public companies.
? Minimum shareholders (or share percentage) needed for valid meeting decisions. Two members is statutory default.
? Allow shareholders to appoint proxies to vote on their behalf at meetings. Statutory right for shareholders.
? Allow decisions without physical meetings. Requires signatures from all shareholders entitled to vote. Essential for efficiency.

⚖️ Special Provisions (Optional)

? Give certain shareholders more votes per share (e.g., founders get 10 votes per share). Used to maintain control after fundraising.
? Decisions requiring shareholder approval or supermajority (e.g., 75% or 90%). Common in investment agreements to protect minority investors.
? If majority shareholders sell, minority shareholders can join the sale on same terms. Protects minority exit rights.

📝 Additional Provisions (Optional)

E.g., specific indemnity provisions, founder vesting terms, or industry-specific requirements

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