Company Law

Articles of Association: Guidance and Precedents

By Richard Bishop
Bloomsbury Professional (formerly Tottel Publishing) October 2020

Specifications

ISBN-13
9781526514325
Publisher
Bloomsbury Professional (formerly Tottel Publishing)
Publication
October 2020
Format
Hardback
Jurisdiction
U.K. ? Countri(es) for reference only

Details

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:

  • The background to the articles of association, the Company Law act 2006, business structures and their needs
  • A review of the case law and the implications for amending the articles of association
  • A detailed analysis of the default Articles of association proscribed in The Companies (Model Articles) Regulations 2008 Table A
  • A guide to drafting articles of association, real life examples and discussions on why companies should adapt Table A to suit specific company requirements

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.

Table of Contents

Chapter 1. Introduction:
Company Law
Tax, CGT and Corporation Tax
Current Legislation
Chapter 2. Incorporation and the Company:
Brief History of the Limited Company
Overview to Incorpration and Legal Entity
Five Types of Company
Limited/Unlimited by Share Capital
Chapter 3. Articles of Association Background:
History - The Joint Stock Companies Act, 1856
Latest model articles
For companies incorporated before 28 April 2013:
For companies incorporated on or after 28 April 2013:
Model articles for private companies limited by shares
Model articles for private companies limited by guarantee
Model articles for public companies
Chapter 4. Shareholders:
Articles of Association impact on shareholder rights
Shareholder Rights. Dividends, Voting, Winding Up
Democracy of the Company
Voting Rights
Special Resolutions - Ordinary Resolution and a Special Resolution.
Altercations of Class Rights
Chapter 5. Case Law Review:
Review of the leading test cases, implications on the articles of association
Chapter 6. Amending the Articles of Association:
Part A - Overview
Why change?
Key Arears to Review & Amend
Drag Along, Tag Along, Bad Leavers, Shareholders & Prescribed Particulars
How to change?
Special Resolution
Chapter 7. Article of Association Worked Examples:
Introduction BPR, when BPR in not available
Practical Do's & Don'ts (based on case law)
ABC Ltd
XYZ Ltd
Family Investment Companies
Freezer Shares and the importance of amending Articles of Association
Succession and IHT Planning
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