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Free Articles of Association Template
Draft tailored articles of association for your UK limited company. Define shareholder rights, director powers, decision-making procedures, and share transfer restrictions in compliance with the UK Companies Act 2006. Our template is designed for British private limited companies registered in England and Wales.
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ARTICLES OF ASSOCIATION
OF MERIDIAN TECHNOLOGIES LIMITED
A Private Company Limited By Shares · Adopted Under The Companies Act 2006
A Private Company Limited By Shares · Adopted Under The Companies Act 2006
Company: Meridian Technologies Limited (No. 15829461)
Share Capital: £10,000 in 1,000,000 ordinary shares and preference shares · Adopted: 13 March 2026
These Articles of Association (these "Articles") of Meridian Technologies Limited (company number 15829461), whose registered office is at 45 Moorgate, London, EC2R 6EL, are adopted with effect from 13 March 2026. The regulations contained in the Model Articles for Private Companies Limited by Shares set out in Schedule 1 to the Companies (Model Articles) Regulations 2008 (SI 2008/3229), as in force immediately before the adoption of these Articles, shall apply to the Company save insofar as they are excluded or modified by these Articles. Where any provision of these Articles conflicts with the Model Articles, these Articles shall prevail. These Articles bind the Company and its Members as a statutory contract under section 33 of the Companies Act 2006 and may be amended by special resolution under section 21 of that Act, subject to any entrenchment provisions under section 22.
1.
INTERPRETATION AND DEFINED TERMS
In these Articles, unless the context otherwise requires:
• "the Act" means the Companies Act 2006 (as amended from time to time);
• "the Articles" means these Articles of Association as amended from time to time;
• "the Company" means Meridian Technologies Limited;
• "Director" means a director of the Company from time to time and "Board" means the directors acting collectively;
• "Member" has the meaning given by section 112 of the Act;
• "Model Articles" means the Model Articles for Private Companies Limited by Shares in Schedule 1 to the Companies (Model Articles) Regulations 2008 (SI 2008/3229);
• "Ordinary Resolution" means a resolution passed by a simple majority of votes cast under section 282 of the Act;
• "Special Resolution" means a resolution passed by a majority of not less than 75% of votes cast under section 283 of the Act;
• "in writing" includes writing in electronic form as permitted by section 1168 of the Act.
Words and expressions defined in the Act shall, unless otherwise defined in these Articles, bear the same meanings. Headings are for convenience only and do not affect interpretation.
• "the Act" means the Companies Act 2006 (as amended from time to time);
• "the Articles" means these Articles of Association as amended from time to time;
• "the Company" means Meridian Technologies Limited;
• "Director" means a director of the Company from time to time and "Board" means the directors acting collectively;
• "Member" has the meaning given by section 112 of the Act;
• "Model Articles" means the Model Articles for Private Companies Limited by Shares in Schedule 1 to the Companies (Model Articles) Regulations 2008 (SI 2008/3229);
• "Ordinary Resolution" means a resolution passed by a simple majority of votes cast under section 282 of the Act;
• "Special Resolution" means a resolution passed by a majority of not less than 75% of votes cast under section 283 of the Act;
• "in writing" includes writing in electronic form as permitted by section 1168 of the Act.
Words and expressions defined in the Act shall, unless otherwise defined in these Articles, bear the same meanings. Headings are for convenience only and do not affect interpretation.
2.
DIRECTORS — NUMBER, APPOINTMENT AND DUTIES
The Company shall have a minimum of 2 directors at all times (section 154 CA 2006). The maximum number of directors shall be 7.
Directors may be appointed by ordinary resolution of the Members, or by a resolution of the Directors to fill a casual vacancy or as an additional director, provided that the total number of Directors does not exceed any maximum set by these Articles.
At least one Director must be a natural person (section 155 CA 2006) and no-one under the age of 16 may be appointed (section 157).
General duties. Each Director is bound by the general duties codified in sections 171-177 of the Companies Act 2006, namely: (a) to act within powers; (b) to promote the success of the Company for the benefit of its Members as a whole; (c) to exercise independent judgment; (d) to exercise reasonable care, skill and diligence; (e) to avoid conflicts of interest; (f) not to accept benefits from third parties; and (g) to declare interests in proposed transactions. Interests in existing transactions must be declared under section 182. Remedies for breach follow section 178 and at common law.
Directors may be appointed by ordinary resolution of the Members, or by a resolution of the Directors to fill a casual vacancy or as an additional director, provided that the total number of Directors does not exceed any maximum set by these Articles.
At least one Director must be a natural person (section 155 CA 2006) and no-one under the age of 16 may be appointed (section 157).
General duties. Each Director is bound by the general duties codified in sections 171-177 of the Companies Act 2006, namely: (a) to act within powers; (b) to promote the success of the Company for the benefit of its Members as a whole; (c) to exercise independent judgment; (d) to exercise reasonable care, skill and diligence; (e) to avoid conflicts of interest; (f) not to accept benefits from third parties; and (g) to declare interests in proposed transactions. Interests in existing transactions must be declared under section 182. Remedies for breach follow section 178 and at common law.
3.
DIRECTORS — REMOVAL AND CESSATION
A Director may be removed by ordinary resolution of the Members pursuant to section 168 of the Companies Act 2006, on special notice of 28 days under section 169. The right of the Members to remove a Director under section 168 may not be excluded by these Articles.
A Director also ceases to hold office if:
• he or she resigns by notice in writing given to the Company (taking effect on receipt or at a later date specified in the notice);
• he or she is disqualified under the Company Directors Disqualification Act 1986 or by any other provision of the Act;
• he or she becomes bankrupt, enters into an Individual Voluntary Arrangement, or a composition or arrangement with creditors is made;
• he or she becomes physically or mentally incapable of acting as a Director and may remain so for more than three months;
• he or she is absent from Board meetings for more than six consecutive months without permission of the Board and the Board resolves that his or her office be vacated; or
• notification is received that he or she has ceased to be a Director by virtue of any provision of the Act or is prohibited from being a Director by law.
A Director also ceases to hold office if:
• he or she resigns by notice in writing given to the Company (taking effect on receipt or at a later date specified in the notice);
• he or she is disqualified under the Company Directors Disqualification Act 1986 or by any other provision of the Act;
• he or she becomes bankrupt, enters into an Individual Voluntary Arrangement, or a composition or arrangement with creditors is made;
• he or she becomes physically or mentally incapable of acting as a Director and may remain so for more than three months;
• he or she is absent from Board meetings for more than six consecutive months without permission of the Board and the Board resolves that his or her office be vacated; or
• notification is received that he or she has ceased to be a Director by virtue of any provision of the Act or is prohibited from being a Director by law.
4.
BOARD DECISION-MAKING
Questions arising at a Board meeting shall be decided by a majority of votes cast. Each Director present has one vote. A Director who is interested in a proposed transaction or arrangement with the Company shall declare the nature and extent of that interest in accordance with section 177 of the Companies Act 2006 and, save as otherwise provided by these Articles or permitted by ordinary resolution, shall not vote on any matter in which the Director has a conflicting interest (Model Articles art 14).
Casting vote: If the votes for and against a proposal are equal, the chair of the meeting shall have a casting vote. This shall not apply if its exercise would effectively enable a decision to be taken by a single Director.
Electronic participation. Directors may participate in a Board meeting by telephone, video or other electronic means provided all participants can hear and be heard. Such participation counts as presence in person. A written resolution signed (including electronically) by all Directors entitled to vote is as valid as a resolution passed at a meeting duly convened.
Casting vote: If the votes for and against a proposal are equal, the chair of the meeting shall have a casting vote. This shall not apply if its exercise would effectively enable a decision to be taken by a single Director.
Electronic participation. Directors may participate in a Board meeting by telephone, video or other electronic means provided all participants can hear and be heard. Such participation counts as presence in person. A written resolution signed (including electronically) by all Directors entitled to vote is as valid as a resolution passed at a meeting duly convened.
5.
SHARE CAPITAL, ALLOTMENT AND PRE-EMPTION
The issued share capital at the date of adoption of these Articles is £10,000 divided into 1,000,000 ordinary shares and preference shares of £0.01 each.
Ordinary Shares confer equal rights to vote on a show of hands and on a poll, to receive dividends declared by the directors and to participate in a distribution of surplus assets on a winding up. Preference Shares confer a fixed preferential dividend payable in priority to ordinary dividends, a preferential right to return of paid-up capital on a winding up, and such voting rights (if any) as are set out in any resolution creating the class. The rights attached to any class may be varied only with the written consent of holders of 75% in nominal value of that class, or by special resolution passed at a separate general meeting, in accordance with sections 630-640 of the Companies Act 2006.
Allotment authority. Subject to the Act, the directors are generally and unconditionally authorised under section 551 of the Companies Act 2006 to exercise all powers of the Company to allot shares up to the authorised maximum and to grant rights to subscribe for, or to convert any security into, shares, for a period of five years from the date of adoption of these Articles unless sooner revoked, varied or renewed by ordinary resolution.
Statutory pre-emption. The pre-emption rights in sections 561-562 of the Companies Act 2006 apply to an allotment of equity securities unless disapplied by special resolution of the Members under section 570 or 571.
Ordinary Shares confer equal rights to vote on a show of hands and on a poll, to receive dividends declared by the directors and to participate in a distribution of surplus assets on a winding up. Preference Shares confer a fixed preferential dividend payable in priority to ordinary dividends, a preferential right to return of paid-up capital on a winding up, and such voting rights (if any) as are set out in any resolution creating the class. The rights attached to any class may be varied only with the written consent of holders of 75% in nominal value of that class, or by special resolution passed at a separate general meeting, in accordance with sections 630-640 of the Companies Act 2006.
Allotment authority. Subject to the Act, the directors are generally and unconditionally authorised under section 551 of the Companies Act 2006 to exercise all powers of the Company to allot shares up to the authorised maximum and to grant rights to subscribe for, or to convert any security into, shares, for a period of five years from the date of adoption of these Articles unless sooner revoked, varied or renewed by ordinary resolution.
Statutory pre-emption. The pre-emption rights in sections 561-562 of the Companies Act 2006 apply to an allotment of equity securities unless disapplied by special resolution of the Members under section 570 or 571.
6.
TRANSFER OF SHARES
A Member wishing to transfer shares (a "Seller") shall first give written notice (a "Transfer Notice") to the Company specifying the number of shares offered, the price and the proposed transferee. The Company shall offer the shares to the remaining Members pro rata to their existing shareholdings at the price and on the terms stated. Members accepting shall do so by written notice within 28 days. If offered shares are not taken up in full, the Seller may transfer the remaining shares to the proposed transferee within 60 days at a price not less than that stated in the Transfer Notice. These pre-emption provisions are additional to, and not in substitution for, the statutory pre-emption rights on allotment of shares under sections 561-562 of the Companies Act 2006 (which, for private companies, may be disapplied by the articles under s.567).
7.
DIVIDENDS AND DISTRIBUTIONS
The directors may from time to time declare dividends to be paid to the Members according to their rights and interests. No dividend shall exceed the amount recommended by the directors. Dividends shall be paid only out of profits available for distribution determined in accordance with Part 23 of the Companies Act 2006 (ss.829-853). The directors may also pay interim dividends if it appears to them that the profits available for distribution justify the payment.
Dividends shall be paid only out of profits available for distribution determined under Part 23 of the Companies Act 2006. A dividend unclaimed for a period of 12 years from the date it became due shall, if the Board so resolves, be forfeited for the Company. No dividend shall bear interest against the Company.
Dividends shall be paid only out of profits available for distribution determined under Part 23 of the Companies Act 2006. A dividend unclaimed for a period of 12 years from the date it became due shall, if the Board so resolves, be forfeited for the Company. No dividend shall bear interest against the Company.
8.
GENERAL MEETINGS — NOTICE AND QUORUM
Quorum. No business shall be transacted at a general meeting unless a quorum is present. 2 qualifying persons present at a meeting constitute a quorum (section 318 CA 2006). A qualifying person is defined in section 318(3).
Notice. General meetings shall be called by not less than 14 clear days' notice in writing given in accordance with sections 307, 308 and 310 of the Companies Act 2006. A meeting may be called on shorter notice if the Members holding at least 90% of the nominal value of the shares giving a right to attend and vote so agree.
No AGM. The Company, being a private company, is not required to hold an annual general meeting under section 336 of the Companies Act 2006.
Electronic meetings. General meetings may be held, and Members may attend and participate, by telephone, video conference or other electronic means enabling all participants to communicate simultaneously. Participation by electronic means constitutes presence for quorum and voting purposes (Model Articles art 37 as modified).
Notice. General meetings shall be called by not less than 14 clear days' notice in writing given in accordance with sections 307, 308 and 310 of the Companies Act 2006. A meeting may be called on shorter notice if the Members holding at least 90% of the nominal value of the shares giving a right to attend and vote so agree.
No AGM. The Company, being a private company, is not required to hold an annual general meeting under section 336 of the Companies Act 2006.
Electronic meetings. General meetings may be held, and Members may attend and participate, by telephone, video conference or other electronic means enabling all participants to communicate simultaneously. Participation by electronic means constitutes presence for quorum and voting purposes (Model Articles art 37 as modified).
9.
RESOLUTIONS AND VOTING
Written resolutions. Anything that may be done by resolution at a general meeting (other than the removal of a director under section 168 or an auditor under section 510) may instead be done by written resolution circulated under sections 288-300 of the Companies Act 2006. An ordinary written resolution requires a simple majority of the total voting rights of eligible Members; a special written resolution requires 75% or more.
Votes. On a show of hands, every Member present in person or by proxy has one vote. On a poll, every Member has one vote for each fully paid share held, and a fraction of a vote for each partly paid share proportionate to the amount paid up.
Proxies. A Member entitled to attend and vote at a general meeting may appoint one or more proxies to exercise all or any of that Member's rights (section 324 CA 2006). The form of proxy must be received at the registered office or such electronic address as may be specified not less than 48 hours before the time for holding the meeting, disregarding any part of a day that is not a working day (section 327).
Votes. On a show of hands, every Member present in person or by proxy has one vote. On a poll, every Member has one vote for each fully paid share held, and a fraction of a vote for each partly paid share proportionate to the amount paid up.
Proxies. A Member entitled to attend and vote at a general meeting may appoint one or more proxies to exercise all or any of that Member's rights (section 324 CA 2006). The form of proxy must be received at the registered office or such electronic address as may be specified not less than 48 hours before the time for holding the meeting, disregarding any part of a day that is not a working day (section 327).
10.
COMPANY SECRETARY
The Company shall have a company secretary, appointed and removed by resolution of the Board (being optional for a private company under section 270 of the Companies Act 2006). The company secretary shall have such duties as the Board may determine, including the keeping of statutory registers under Part 8 of the Act, filing with the Registrar of Companies, and the preparation of minutes under section 355. A casual vacancy in the office may be filled by the Board.
11.
REGISTERED OFFICE, ACCOUNTING AND COMMUNICATIONS
Registered office. The registered office may be changed by resolution of the Board, with notification to the Registrar of Companies under section 87 of the Companies Act 2006.
Accounting reference date. The Company's accounting reference date is 31 March (section 391 CA 2006).
Execution of documents. The Company may but need not have a common seal. A document is validly executed by the Company if signed by two authorised signatories (two directors, or a director and the secretary), or by one director in the presence of a witness who attests the signature (section 44 CA 2006).
Communications. Any document or information may be sent or supplied by the Company to Members in hard copy, electronic form or by being made available on a website, in accordance with sections 1143-1148 and Schedules 4 and 5 of the Companies Act 2006.
Accounting reference date. The Company's accounting reference date is 31 March (section 391 CA 2006).
Execution of documents. The Company may but need not have a common seal. A document is validly executed by the Company if signed by two authorised signatories (two directors, or a director and the secretary), or by one director in the presence of a witness who attests the signature (section 44 CA 2006).
Communications. Any document or information may be sent or supplied by the Company to Members in hard copy, electronic form or by being made available on a website, in accordance with sections 1143-1148 and Schedules 4 and 5 of the Companies Act 2006.
12.
DIRECTORS' INDEMNITY AND INSURANCE
Subject to sections 232-235 of the Companies Act 2006, every Director and former Director of the Company shall be indemnified out of the assets of the Company against all costs, charges, losses, expenses and liabilities incurred in the execution of that Director's duties or otherwise in relation to them (a qualifying third-party indemnity provision under section 234).
The indemnity shall not apply to:
• any liability incurred by the Director to the Company or any associated company;
• a fine imposed in criminal proceedings;
• a sum payable to a regulatory authority by way of a penalty for non-compliance;
• defence costs in criminal proceedings in which the Director is convicted, or in civil proceedings brought by the Company in which final judgment is given against the Director; or
• defence costs of any application under sections 661(3) or (4) or 1157 in which the court refuses to grant relief.
The Board may exercise all the powers of the Company to purchase and maintain directors' and officers' liability insurance (section 233 CA 2006).
The indemnity shall not apply to:
• any liability incurred by the Director to the Company or any associated company;
• a fine imposed in criminal proceedings;
• a sum payable to a regulatory authority by way of a penalty for non-compliance;
• defence costs in criminal proceedings in which the Director is convicted, or in civil proceedings brought by the Company in which final judgment is given against the Director; or
• defence costs of any application under sections 661(3) or (4) or 1157 in which the court refuses to grant relief.
The Board may exercise all the powers of the Company to purchase and maintain directors' and officers' liability insurance (section 233 CA 2006).
13.
BORROWING POWERS
The Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge all or any part of its property and undertaking, provided that the aggregate amount for the time being outstanding of all monies borrowed by the Company shall not at any time exceed £500,000 without the prior approval of the Members by ordinary resolution.
14.
DRAG-ALONG RIGHTS
If Members holding 75% or more of the issued shares of the Company (the "Dragging Members") wish to accept a bona fide arm's-length offer from an independent third party (the "Buyer") to purchase all of the issued shares, the Dragging Members may, by written notice (the "Drag Notice"), require all other Members (the "Dragged Members") to sell their shares to the Buyer on the same terms and at the same price per share.
The Drag Notice shall specify the Buyer, the price, and the proposed completion date (which shall be no fewer than 14 days after the date of the Drag Notice). Each Dragged Member shall execute a stock transfer form and deliver it, together with the relevant share certificate (or indemnity for any lost certificate), by the completion date. If a Dragged Member fails to do so, any Director is authorised to execute the transfer on the Dragged Member's behalf as attorney.
The Drag Notice shall specify the Buyer, the price, and the proposed completion date (which shall be no fewer than 14 days after the date of the Drag Notice). Each Dragged Member shall execute a stock transfer form and deliver it, together with the relevant share certificate (or indemnity for any lost certificate), by the completion date. If a Dragged Member fails to do so, any Director is authorised to execute the transfer on the Dragged Member's behalf as attorney.
15.
TAG-ALONG RIGHTS
If any Member (the "Selling Member") proposes to transfer shares representing 50% or more of the issued share capital to a third-party purchaser (the "Tag Buyer"), each other Member (a "Tagging Member") shall have the right to require the Selling Member to procure that the Tag Buyer offers to purchase all of the Tagging Member's shares on the same terms and at the same price per share.
The Selling Member shall give written notice (the "Tag Notice") to all other Members at least 14 days before the proposed transfer. Tagging Members shall exercise their tag-along right by written notice to the Selling Member within 14 days of receipt of the Tag Notice. No transfer may proceed unless the Tag Buyer has acquired all shares of all Tagging Members who validly exercise tag rights.
The Selling Member shall give written notice (the "Tag Notice") to all other Members at least 14 days before the proposed transfer. Tagging Members shall exercise their tag-along right by written notice to the Selling Member within 14 days of receipt of the Tag Notice. No transfer may proceed unless the Tag Buyer has acquired all shares of all Tagging Members who validly exercise tag rights.
16.
DEADLOCK AND DISPUTE RESOLUTION
If any dispute or deadlock arises between the Directors or Members which cannot be resolved by negotiation within 14 days, the dispute shall first be referred to mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. If the dispute is not resolved within 28 days of referral to mediation, any party may commence court proceedings or pursue any other remedy, including an unfair prejudice petition under section 994 of the Companies Act 2006.
17.
RESTRICTIVE COVENANTS ON CESSATION OF MEMBERSHIP
Each Member who ceases to hold shares (whether by transfer, redemption, buy-back or otherwise) undertakes to the Company and to each other Member that, for a period of 12 months from the date of cessation, within the United Kingdom:
• that Member shall not directly or indirectly carry on, be engaged in, or have any financial interest in a business that competes with the business of the Company as carried on at the date of cessation;
• that Member shall not solicit or entice away any customer, client or supplier with whom the Company has had material dealings in the 12 months preceding the date of cessation; and
• that Member shall not solicit or entice away any employee, director or consultant of the Company who was such in the 12 months preceding the date of cessation.
Each restriction is a separate and independent restriction. The covenants are given for the protection of the Company's legitimate business interests (including customer connection, trade secrets and workforce stability) and go no further than is reasonably necessary to protect those interests, reflecting the principles in Herbert Morris Ltd v Saxelby [1916] 1 AC 688 and Tillman v Egon Zehnder [2019] UKSC 32. Nothing in this clause prevents the former Member from holding up to 3% of the issued share capital of a company quoted on a recognised investment exchange.
• that Member shall not directly or indirectly carry on, be engaged in, or have any financial interest in a business that competes with the business of the Company as carried on at the date of cessation;
• that Member shall not solicit or entice away any customer, client or supplier with whom the Company has had material dealings in the 12 months preceding the date of cessation; and
• that Member shall not solicit or entice away any employee, director or consultant of the Company who was such in the 12 months preceding the date of cessation.
Each restriction is a separate and independent restriction. The covenants are given for the protection of the Company's legitimate business interests (including customer connection, trade secrets and workforce stability) and go no further than is reasonably necessary to protect those interests, reflecting the principles in Herbert Morris Ltd v Saxelby [1916] 1 AC 688 and Tillman v Egon Zehnder [2019] UKSC 32. Nothing in this clause prevents the former Member from holding up to 3% of the issued share capital of a company quoted on a recognised investment exchange.
18.
IDENTITY VERIFICATION (ECCTA 2023)
Each Director, Person with Significant Control (PSC) and registrable Relevant Legal Entity (RLE) of the Company shall complete identity verification with the Registrar of Companies as required by Part 1 Chapter 2 of the Economic Crime and Corporate Transparency Act 2023 (in force on a voluntary basis from 8 April 2025 and on a mandatory basis from autumn 2025 by commencement regulations). Identity verification shall be completed (a) directly through the GOV.UK One Login service, or (b) indirectly through an Authorised Corporate Service Provider (ACSP) regulated under Schedule 1 to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017. A Director or PSC who has not completed identity verification shall not act as such, and the Company shall not file at Companies House any document purported to be made by such a person. A new Director shall not be appointed (whether by the Board or the Members) unless the candidate has completed identity verification or undertakes to do so within 14 days of appointment.
19.
REGISTERED EMAIL ADDRESS (ECCTA 2023)
The Company shall at all times maintain a registered email address for the receipt of communications from the Registrar of Companies, as required by section 88A of the Companies Act 2006 (inserted by section 28 of the Economic Crime and Corporate Transparency Act 2023, in force 4 March 2024). The registered email address shall be one to which, in the ordinary course of events, the Company would expect to receive communications. The Board shall ensure that the registered email address is kept under review and notified to Companies House on each annual confirmation statement under section 853A of the Act, and that any change is filed within 14 days under section 88B.
20.
LAWFUL PURPOSE STATEMENT (ECCTA 2023)
On each annual confirmation statement filed under section 853A of the Companies Act 2006, the Company's subscribers (on incorporation) and Directors (on each subsequent confirmation statement) shall confirm to the Registrar that the Company's intended future activities are lawful, in accordance with the requirement inserted by section 32 of the Economic Crime and Corporate Transparency Act 2023 (in force 4 March 2024). A confirmation statement filed without the lawful-purpose statement may be rejected by the Registrar under section 1095 of the Act (as amended). Knowingly or recklessly making a false lawful-purpose statement is an offence under section 1112 of the Act, punishable by an unlimited fine on conviction on indictment.
21.
REGISTRAR'S ENHANCED POWERS (ECCTA 2023)
The Company and its Directors acknowledge the enhanced powers of the Registrar of Companies introduced by sections 6 to 14 of the Economic Crime and Corporate Transparency Act 2023 (in force 4 March 2024), including the power to: (a) query and reject information delivered to the Registrar that appears to be inconsistent, incorrect or misleading (s.1093A CA 2006); (b) remove information from the register where appropriate (s.1094-1094A); (c) require an "appropriate" registered office address (s.86 as amended) — a PO Box or third-party "service-only" address is no longer sufficient unless it qualifies as "appropriate"; (d) impose financial penalties under the Companies (Financial Penalty) Regulations 2024 (SI 2024/102) of up to £10,000 per offence for certain non-compliance. The Board shall co-operate promptly with any query or notice issued by the Registrar and shall maintain accurate records sufficient to respond.
22.
WINDING UP
On a winding up of the Company under the Insolvency Act 1986, the assets of the Company available for distribution among the Members shall be applied:
• first, in repaying to the holders of Preference Shares the amounts paid up on such shares, together with any accrued and unpaid preference dividend;
• second, the balance shall be distributed among the holders of Ordinary Shares in proportion to the amounts paid up on such shares.
The liquidator may, with the sanction of a special resolution and any other sanction required by the Act, divide among the Members in specie the whole or part of the assets of the Company, and may for that purpose set values and vest assets in trustees upon such trusts for the benefit of the Members as the liquidator thinks fit.
• first, in repaying to the holders of Preference Shares the amounts paid up on such shares, together with any accrued and unpaid preference dividend;
• second, the balance shall be distributed among the holders of Ordinary Shares in proportion to the amounts paid up on such shares.
The liquidator may, with the sanction of a special resolution and any other sanction required by the Act, divide among the Members in specie the whole or part of the assets of the Company, and may for that purpose set values and vest assets in trustees upon such trusts for the benefit of the Members as the liquidator thinks fit.
23.
GOVERNING LAW AND JURISDICTION
These Articles and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute, save for any application for interim or injunctive relief which may be made in any court of competent jurisdiction and save for the statutory jurisdiction of the court under sections 994-996 of the Companies Act 2006 in any part of the United Kingdom.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
SUBSCRIBER / AUTHORISED SIGNATORY
Meridian Technologies Limited
Date: ____________________
WITNESS
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Are Articles of Association?
Articles of association are the constitutional document of a UK limited company. They set out the internal rules governing how the company is run, including the rights and responsibilities of directors and shareholders, decision-making procedures, and the rules for issuing and transferring shares. Every company registered at Companies House must have articles of association.
Under the Companies Act 2006, companies can adopt the model articles prescribed by the Secretary of State or create bespoke articles tailored to their specific needs. While model articles provide a solid default framework, many businesses require customised provisions to address matters such as drag-along and tag-along rights, pre-emption on share transfers, reserved matters, and deadlock resolution.
Well-drafted bespoke UK articles protect all stakeholders by clearly setting out the rules of the game from the outset. They reduce the risk of British shareholder disputes in England and Wales and provide certainty about how key decisions are made, how profits are distributed, and what happens when a shareholder wants to exit the British company.
What's Covered in This Template
This template provides a comprehensive set of bespoke articles suitable for private limited companies, covering all essential governance provisions.
Company Objects
Optional objects clause defining the scope of the company's activities and any restrictions on its powers.
Share Capital and Classes
Provisions for different share classes, nominal values, and the rights attaching to each class of shares.
Share Transfers
Pre-emption rights, permitted transfers, board approval requirements, and compulsory transfer events.
Directors' Powers and Duties
Scope of directors' authority, delegation provisions, and the process for appointing and removing directors.
Board Meetings
Quorum requirements, notice periods, voting procedures, and provisions for written resolutions of directors.
General Meetings
Procedures for calling and conducting shareholder meetings, proxy appointments, and poll votes.
Shareholder Resolutions
Ordinary and special resolution thresholds, written resolution procedures, and reserved matters requiring enhanced majorities.
Dividends and Distributions
Rules for declaring interim and final dividends, dividend waivers, and the distribution of surplus assets on winding up.
Drag-Along and Tag-Along Rights
Mechanisms to facilitate company sales and protect minority shareholders during exit events.
Deadlock Provisions
Procedures for resolving deadlock between shareholders or directors, including escalation and buy-out mechanisms.
Confidentiality
Obligations on shareholders and directors to keep company information confidential.
Amendment Provisions
The process for amending the articles, including any enhanced majority requirements or consent provisions.
How to Create Articles of Association
Our template walks you through each section of bespoke articles of association so you can create a governance framework tailored to your company.
- 1
Enter Company Details
Provide the company name, registered number, and registered office address. Specify whether the company is limited by shares or by guarantee, and confirm the initial share capital structure.
- 2
Define Share Classes and Rights
Set out the different classes of shares (if any), the nominal value of each share, and the voting, dividend, and capital rights attaching to each class. Include any provisions for the creation of new share classes.
- 3
Set Director and Board Provisions
Specify the minimum and maximum number of directors, the process for appointing and removing directors, quorum requirements for board meetings, and any matters reserved for shareholder approval.
- 4
Configure Share Transfer Rules
Choose whether to include pre-emption rights on share transfers, specify any permitted transfers (such as to family members or trusts), and set out the valuation mechanism for compulsory transfers.
- 5
Add Protective and Exit Provisions
Include drag-along and tag-along rights, deadlock resolution mechanisms, good leaver and bad leaver provisions, and any other protective provisions appropriate for your company's circumstances.
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Legal Considerations
Articles of association are a legally binding contract between the company and its members under section 33 of the Companies Act 2006. Getting them right is crucial for effective corporate governance.
This template is for informational purposes only and does not constitute legal advice. Consult a qualified solicitor for advice specific to your situation.
Reviewed for England & Wales law
Companies Act 2006 Requirements
Section 18 of the UK Companies Act 2006 requires every British company to have articles of association. Where a company registered in England and Wales does not register bespoke articles, the relevant model articles apply by default. Bespoke UK articles can modify or exclude model article provisions but must not conflict with mandatory provisions of the Act, such as those relating to special resolutions.
Filing at Companies House
Any special resolution to adopt new UK articles or amend existing articles must be filed at Companies House within 15 days under section 30 of the UK Companies Act 2006. The amended British articles, together with a copy of the special resolution, must be delivered to the Registrar. Failure to file in England and Wales carries a risk of criminal penalties for every officer in default.
Relationship with Shareholders' Agreement
Bespoke UK articles are often used alongside a shareholders' agreement. Where there is a conflict between the two documents under English law, the shareholders' agreement generally prevails as between the British parties to it, but the articles govern the company's relationship with third parties and Companies House in England and Wales. It is important to ensure consistency between both documents.
Unfair Prejudice Protection
Under section 994 of the UK Companies Act 2006, a British member may petition the court if the company's affairs are conducted in a manner that is unfairly prejudicial to their interests in England and Wales. Well-drafted UK articles that clearly set out shareholder rights and decision-making processes can help prevent disputes that might otherwise give rise to unfair prejudice claims under English law.
Frequently Asked Questions
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