Articles of association refer to a legal contract between a business and its shareholders. According to the Companies Act 2006, all organisations are required to have these articles in place. The document outlines the rules which dictate how the business and its operations must be run, including the administrative and management structures.
The articles should establish the regulations and guidelines for owning the company, and the day-to-day processes and activities, including the powers and responsibilities of directors and shareholders.
Our expert solicitors at Thornton Jones have much experience in commercial law, including supporting companies with articles of association matters.
Consultant solicitor Michael Crook from our corporate team has over 20 years of experience in commercial law and has worked with many businesses across various sectors. When you work with Thornton Jones Law, you’ll benefit from both our experience in the field, and our bespoke and client-centred approach.
Our expertise with articles of association
Our commercial law solicitors can assist clients with all matters related to company articles of association, such as:
- Helping companies to implement model articles, or draft bespoke articles of association
- Supporting businesses to consider what these articles should include, for example, shareholder voting rights, shareholder liability and decision making
- Assistance with changing articles of association
- Legal support where breach of articles of association have occurred
- Legal advice on how articles work in relation to shareholders’ agreements, ensuring that these legal documents align and complement one another
- Advice on decision making with regard to existing articles, for example, removing directors
- Guidance on using specific provisions to protect certain parties, whether minority or majority shareholders
Our articles of association fees
Our corporate solicitors aim to make our fees clear and competitive, ensuring you are aware of the likely costs from the outset.
Our commercial law solicitors’ hourly rates
Our corporate and commercial law solicitors charge between £190 and £250 per hour plus VAT for commercial work, including shareholder agreements. However, this will depend on the level of expertise you need for your case and the complexity of the work involved.
Our legal assistants’ fees are between £100 and £145 per hour plus VAT. For our trainee solicitors and paralegals, the cost will be between £150 and £190 per hour, plus VAT.
We make sure that we bill in regular instalments, and we are able to agree monthly payment plans where required, with interest at 8% on outstanding balances.
All fees are subject to VAT.
For more information, see our fees and funding page.
Articles of Association FAQs
Articles of association refer to a legal document that outlines a businesses’ operations and states the purpose of that company. The articles establish how the organisation will carry out certain tasks, for instance, how financial records should be handled, and what procedures will be followed when appointing directors.
Articles of association are important as these documents can prevent disputes and ensure that shareholders and directors have confidence in one another.
These articles can ensure that directors can make specific decisions without shareholder approval. Equally, provisions can be made to ensure that shareholders are prevented from making unreasonable requests.
The articles can be used to set various necessary regulations which a business may need, for example:
• Restrictions on issuing or selling shares
• Guidelines on how director meetings will take place
• The maximum number of directors that business may have
Company articles of association cover the following areas:
The name of the company: Typically including the suffix Ltd or Inc to indicate business status.
The purpose of the business: It is necessary to state the reason why the business was created.
How the business is organised: Establishing the legal organisation of the business, for instance, how many officers and directors there are, details of the shareholders and founders, and the business address.
Guidelines on shareholder meetings: The rules that will be followed during shareholder meetings, for instance, guidelines on voting, resolutions, and notices.
Details of share capital: Information about the shares that make up the business, including how many shares, and what type.
Yes, it is possible to change company articles of association. To make amendments there must been a special resolution, meaning 75% or more of voting shares.
A business may decide to make changes in the following ways:
• Making changes to how specific clauses are worded
• Removing clauses, or adding in new ones
• Replacing model articles with bespoke articles
Many new companies use model articles of association, referring to a standard template of articles, that can be applied to a wide range of businesses.
Model articles are not suitable for all companies, and some may prefer articles that are specifically tailored to their business, known as bespoke articles.
Drafting your own document can help you to align your articles with your shareholder agreement and prevent future disputes.
Our expert solicitors at Thornton Jones can support you to consider the needs of your company, and create bespoke articles of association to suit your preferences.
Speak to our commercial law solicitors in Wakefield, Ossett, Garforth, Sherburn in Elmet and Mapplewell today
For advice on commercial law in Wakefield, Ossett, Garforth, Sherburn in Elmet or Mapplewell, West Yorkshire, contact us today.
Have a quick question or want to request a call back? Use our online enquiry form.
Contact Us
☎️ Call our Wakefield office on 01924 290 029
☎️ Call our Garforth office on 0113 246 4423
☎️ Call our Sherburn in Elmet office on 01977 350 500
☎️ Call our Mapplewell office on 01226 339 009
☎️ Call our Ossett office on 01924 586 466
