Powered by Lexis+®
Jurisdiction(s):
United Kingdom
CASE STUDY

“LexisLibrary gives us the most relevant and recent cases and always has the latest information on them. It makes research so much easier. We're more cost-effective for our clients and more efficient each day”

Advocates

Access all documents on Articles of association (Commercial)

Articles of association (Commercial) meaning

What does Articles of association (Commercial) mean?
articles of association are a company’s internal rulebook, governing decision-making by directors and shareholders and how shares are issued, transferred and voted. In the UK, articles are mandatory under the Companies Act 2006 (s.18) and default Model Articles may apply where bespoke provisions are absent (s.19). The articles form a statutory contract between the company and its members (s.33) and can be altered by special resolution (s.21), subject to statutory and common law limits (including protection of class rights and the bona fide benefit of the company as a whole). Entrenchment of provisions is possible (s.22). Typical content covers share classes and pre-emption rights, dividends, meetings and written resolutions, director appointment/removal and conflicts, and procedural authorities. Articles are filed on incorporation and on amendment at Companies House and are publicly available. Usage and effect are consistent across England & Wales, Scotland and Northern Ireland. A shareholders’ agreement may supplement but does not displace the articles for corporate governance. In Ireland, under the Companies Act 2014, LTD companies have a single-document constitution (no separate articles); DAC, PLC, CLG and ULC companies have a constitution comprising a memorandum and articles of association. Default statutory governance applies where the constitution is silent. Constitutions and amendments...
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.

View the related Checklists about Articles of association (Commercial)

CHECKLISTS
On-market share buybacks by UK premium listed companies: step-by-step legal and regulatory checklist (pre-29 July 2024 regime)

STOP PRESS: A major, wide-ranging overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and standard listing segments and introducing a unified category for equity shares of commercial companies. That commercial companies category is strongly disclosure-led and sits alongside other listing categories, including the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook commenced to deliver these reforms, and the previous Listing Rules sourcebook was withdrawn at the same time. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals for guidance. This Checklist represents the listing regime as it existed before 29 July 2024. A limited company may acquire its own shares if certain conditions set out in the Companies Act 2006 (CA 2006) are satisfied under that statute. This is commonly referred to as a share buyback or a purchase of own shares. In addition to the provisions of the CA 2006, further rules and guidelines are relevant to a listed company...

Read More Right Arrow
CHECKLISTS
Corporate real estate joint ventures: drafting checklist for JV company shareholders’ agreements and articles, including funding, approvals, governance, transfers, deadlock, valuation and exit routes (English law)

Purpose of checklist This checklist aims to set out the types of considerations that must be kept in view-and for which client instructions will be required-when preparing a joint venture agreement (JVA) and articles of association for a corporate real estate transaction. For further key points to address when drafting a JVA, see Checklists: Corporate joint venture preliminary issues-checklist and Joint venture shareholders’ agreement-checklist. See also Practice Note: Property Joint Ventures-general issues for a summary of the commercial matters the joint venture parties will need to weigh when establishing a property joint venture (JV). Corporate real estate JVs typically involve collaboration between parties able to source real estate (with one party possibly owning, and contributing to the joint venture company (JVC), the property to be developed), provide substantial capital to the JVC, supply or arrange debt funding (to finance the development) and offer the expertise to develop and/or manage the property. The JVA will document the parties’ agreement on their respective rights in relation to issues such as management...

Read More Right Arrow

View the related News about Articles of association (Commercial)

NEWS
Bulgaria’s stabilisation procedure under the Commercial Act: 2023 implementation of EU Directive 2019/1023 on preventive restructuring—entry criteria, court control, creditor classes, cramdown, ipso facto, new money, recognition

INSOL Europe/LexisR&I joint project on implementation of EU Directive 2019/1023—Bulgaria Lexis R&I and INSOL Europe are gathering articles from INSOL Europe’s membership and Country Coordinators, explaining how EU Member States have put into practice Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures designed to enhance the efficiency of procedures relating to restructuring, insolvency and discharge of debt, which also amends Directive (EU) 2017/1132 (the EU Directive). A summary table of the outcomes prepared by INSOL Europe in association with Lexis R&I can be accessed here: INSOL Europe/Lexis+® UK Joint Project on EU Harmonisation Directive 2019/1023: consolidated table. As a general rule, you should seek advice from local lawyers in the relevant jurisdiction to confirm the measures currently in effect and the implications of any particular circumstances or nuances of your case. Question 1: When did/will the new restructuring law come into force? What is/are the name...

Read More Right Arrow
NEWS
Weekly banking and finance highlights—2 October 2025: case round-up, high-yield and leveraged loans, sustainability disclosure reforms, real estate finance priority dispute, sanctions updates, and key regulatory dates

In this issue: Banking & Finance case round-up Acquisition finance Sustainable finance Real estate finance Sanctions Daily and weekly news alerts Useful information Banking & Finance case round-up Banking & Finance—August and September 2025 case round-up. For an outline of the cases we have flagged in Banking & Finance during August and September 2025, see News Analysis: Banking & Finance—August and September 2025 case round-up. Acquisition finance AFME issues European high yield and leveraged loan report for Q2 2025. The Association for Financial Markets in Europe (AFME) has released its European High Yield and Leveraged Loan Report for Q2 2025, offering an overview of issuance patterns and credit performance across the high yield and leveraged loan markets. See: LNB News 26/09/2025 35. Source: AFME Q2 2025 European High Yield and Leveraged Loan Report. Sustainable finance GFI and Climate Bonds unveil the Global Property Linked Finance Initiative. The Green Finance Institute (GFI) and the...

Read More Right Arrow
NEWS
Banking and finance weekly update: ESG, regulatory developments, lending and security, shipping finance, derivatives, sanctions, real estate, case law and key dates (8 January 2026)

In this issue Sustainable finance and ESG round-up Lending Security Shipping finance Sustainable finance Real estate finance Regulation for derivatives lawyers Sanctions Daily and weekly news alerts New and updated content Useful information Sustainable finance and ESG round-up—November and December 2025 This November–December 2025 Sustainable finance and ESG round-up from the Finance Group spotlights: (1) the European Parliament’s final sign-off on sustainability omnibus amendments; (2) the International Chamber of Commerce’s ratification of the Principles for Social Trade Finance and Sustainability-Linked Supply Chain Finance; and (3) the International Capital Market Association Executive Committee’s release of Climate Transition Bond guidelines. For more, see News Analysis: Sustainable finance and ESG round–up—November—December 2025. Lending The Department for Business and Trade has issued two draft statutory guidance notes on the meaning of ‘significant influence or control’ for the Register of People with Significant Control under Schedule 1A to the Companies Act 2006—one tailored to companies and...

Read More Right Arrow

View the related Practice Notes about Articles of association (Commercial)

PRACTICE NOTES
Business Angel Investment in the UK: process, due diligence, consents, key documents (articles, subscription/shareholders’ agreement), SEIS/EIS, and post-completion filings

Business angels A business angel, sometimes called an angel investor, is a wealthy individual who backs young, fast-growing private ventures with minimal or no trading record, acting solo or within a collective such as a network or syndicate. Angels bridge the equity funding gap that sits between start-up and seed money (often provided by founders and ‘family and friends’) and institutional venture capital. Angels can act independently or join networks and syndicates when making investments collectively too. This form of backing targets early-stage, high-growth opportunities where operating histories are limited. Companies seeking angel finance generally require between £10,000 and £500,000 (and at times considerably more), yet conventional funding is frequently unavailable. Banks typically insist on significant assets as security, and venture capital houses, though targeting high-growth firms, deploy larger sums in third or later rounds. For more detail on investment types and investor categories in a private equity setting, consult Practice Note: Private equity investment—firms and funds. A key benefit of securing an angel is that they contribute more...

Read More Right Arrow
PRACTICE NOTES
Executing deeds and simple contracts by companies, overseas companies and corporate bodies: formalities, seals, board approvals—guidance, precedents and Q&As

This Practice Note signposts material on the correct execution of deeds and simple contracts by companies, corporate bodies and corporations, including guidance, Precedent clauses and Q&As. Companies Act 2006 Execution formalities and clauses For direction on executing documents by companies on or after 6 April 2008—the date the relevant provisions of the Companies Act 2006 (CA 2006) took effect—see Practice Notes: Execution formalities—companies Forming enforceable contracts—authority—Companies Act companies For specimen execution clauses where a Companies Act company is entering into: a simple contract (not a deed), see Precedent: Execution clause—company—contract a deed (as opposed to a simple contract), see Precedent: Execution clause—company—deed Seals For guidance on company seal requirements, see Practice Note: Requirements of the company seal. For detailed information on the use of electronic seals in information exchanges between businesses when signing contractual documents, see also Practice Note: Electronic signatures. Company constitution For guidance on company constitutions, including what they...

Read More Right Arrow
PRACTICE NOTES
Journal of World Energy Law and Business: curated index and summaries of recent international energy law, regulation and transactions articles (Lexis+ subscribers only)

Relevant articles The Journal of World Energy Law and Business (JWELB) serves as the official publication of The Association of International Energy Negotiators (AIEN) (previously The Association of International Petroleum Negotiators (AIPN)) and carries pieces on legal, commercial and policy matters within the international energy sector, covering upstream oil and gas transactions, finance, taxation, regulation, dispute management, alternative energy resources, energy policy and security, and international energy organisations. These works, addressing both domestic and international topics, may interest energy lawyers and are accessible via links from this page. These articles are available solely to Lexis+® subscribers. Publication Date Article Jurisdiction Brief description of article 1 December 2024 — Good Oilfield Practice: its history and evolution — J World Energy Law Bus (2024) 17 (6): 351 — World. Good Oilfield Practice defines the standards by which oil and gas operators conduct their activities. The article delivers a thorough historical examination from origins more than a century ago to today’s modern global industry. It has continually...

Read More Right Arrow

View the related UK Parliament Acts about Articles of association (Commercial)

UK PARLIAMENT ACTS
17 A company's constitution

17  A company's constitutionUnless the context otherwise requires, references in the Companies Acts to a company's constitution include—(a)     the company's articles, and(b)     any resolutions and agreements to which Chapter 3 applies (see section 29).

UK PARLIAMENT ACTS
29 Resolutions and agreements affecting a company's constitution

(1)     This Chapter applies to—(a)     any special resolution;(b)     any resolution or agreement agreed to by all the members of a company that, if not so agreed to, would not have been effective for its purpose unless passed as a special resolution;(c)     any resolution or agreement agreed to by all the members of a class of shareholders that, if not so agreed to, would not have been effective for its purpose unless passed by some particular majority or otherwise in some particular manner;(d)     any

UK PARLIAMENT ACTS
30 Copies of resolutions or agreements to be forwarded to registrar

(1)     A copy of every resolution or agreement to which this Chapter applies, or (in the case of a resolution or agreement that is not in writing) a written memorandum setting out its terms, must be forwarded to the registrar within 15 days after it is passed or made.(2)     If a company fails to comply with this section, an offence is committed by—(a)     the company, and(b)     every officer of it who is in default.(3)     A person guilty of an offence under this section is liable on summary