Articles of Association: Guidance and Precedents

Description

Nearly four million companies incorporated in the UK allow their constitution or company rule book to be dictated by the standard Articles of Association. Designed to aid professional advisers, directors and shareholders make better decisions about any company's constitution, this book provides: Solicitors and accountants will have the tools to confidently advise clients on how the articles of association impacts on the company and with clever drafting how the constitution of the company can be amended to provide clear provisions to suit its strategic position. For those who may wish to consider changing the constitution of their own company, the book is full of practical examples, together with do’s and don’ts, and illustrations and full procedures for trustees, family investment and property companies providing guidelines for minority shareholders, investors and directors. Downloadable Precedents Contents Table of Statutes Table of Statutory Instruments Table of Cases Chapter 1 Introduction Introduction Drafting bespoke clauses Restrictions on drafting rules What are the companies' constitutional documents? Pre-1 October 2009 Constitutional documents: Companies Act 2006 What is the memorandum? Pre-1 October 2009 incorporation Table A: Model articles for companies incorporated before 1 October 2009 Post-1 October 2009 model articles – the position today The legality of the articles of association Enforcement of the covenants Chapter 2 The New Model Articles Companies Act 2006 – guide to the new model articles Chapter 3 Case Law Review Introduction Overview – amending the articles of association Pre-emption allotment of new shares The legal principles of amendment of the articles Signia Wealth Ltd v Vector Trustees Ltd – rights of pre-emption Chapter 4 Enforcement of the Articles Shareholders and members Who has what rights under the articles of association? The enforcement of covenants between members The articles are not enforceable by third parties Members and fiduciary duty Members v members Enforcing covenants against the directors Entrenchment Memorandum, entrenchment and amendment (companies incorporated before 1 October 2009) Chapter 5 Articles That May Override the Companies Act 2006 Introduction Where the Companies Act 2006 will override the articles of association Chapter 6 Analysis of the Model Articles For Private Companies Limited by Shares Introduction Drafting assumptions Model Articles for Private Companies Limited by Shares Chapter 7 Analysis of the Model Articles for Private Companies Limited by Guarantee Introduction Model Articles for Private Companies Limited by Guarantee Chapter 8 Analysis of the Model Articles for Public Companies Introduction Model Articles for Public Companies Precedent 1: Family Business Articles of Association Introduction Shareholder and investor consent Shareholder consent Investor consent Assumptions Articles of Association Precedent 2: Sports Club Articles of Association Articles of Association Precedent 3: Joint Venture Company Articles of Association Articles of Association Appendix Introduction Case study: what happens on the death of a shareholder? Tax considerations Precedent 4: Management Buyout Articles of Association Articles of Association Appendix A Tables of Derivations Appendix B Comparison of the Companies Act 1985 (1986 in Northern Ireland) Table A with the Companies Act 2006 model articles Appendix C: Table A 1985 Appendix D: Table A 1948 Appendix E: Table A 1929 Appendix F: Table A 1908 Appendix G: Table A 1906 Appendix H: Table A 1862 Appendix I: Table B 1856 Index