Jurisdiction(s):
United Kingdom

Key definition

Articles of association definition

What does Articles of association mean? The articles of association set out how a company is run in practice: who exercises authority, how the board and members take decisions, and the rules on issuing and transferring shares and holding meetings. In the UK, the Companies Act 2006 treats the articles as part of the company’s constitution and requires them to be filed at Companies House; they operate as a statutory contract between the company and each member (not outsiders) and are publicly searchable. Common provisions cover directors’ powers and proceedings, share classes and rights, pre-emption and transfers, dividends, written resolutions, notices, conflicts, indemnities and company...

Articles of association precedent: drag-along and tag-along provisions for private or public companies, with notice, threshold and compulsory transfer mechanics

Published by a LexisNexis Corporate expert

Precedents

Insert new articles 45 and 46 in Precedent: Articles of association—private limited company or new articles 70 and 71 in Precedent: Articles of association—public company, and renumber the documents as appropriate:

1 Drag Along

1.1 Where one or more members receives a written offer from a bona fide third party (Third Party) to acquire all of the Company’s Equity share capital not already held by that Third Party (Third Party Offer), and the holders of at least [75]% of the issued shares accept the Third Party Offer (Accepting Shareholders), the Accepting Shareholders may give the remaining members (Other Shareholders) a written notice (Drag Along Notice) requiring the Other Shareholders to sell to the Third Party all of their shares on the terms and conditions set out in the Drag Along Notice.
1.2 The basis on which the Accepting Shareholders compel the Other Shareholders to sell their shares must be no less favourable than the terms on which the Accepting Shareholders dispose of their own shares to the Third Party...

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Web page updated on 22/05/2026

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