Articles of Organisation (noting that 'S Corp' designation is not applicable in the UK) serve as the constitutional document for a private limited company in England and Wales. This document is required when registering a new company with Companies House and establishes the basic framework for company operations. It defines share classes, directors' powers, decision-making procedures, and shareholder rights. The document must comply with the Companies Act 2006 and can either adopt model articles or include bespoke provisions tailored to specific business needs.
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1. Company Name and Type: Specification of company name and type of limited company
2. Registered Office: Statement of registered office location
3. Share Capital Structure: Details of share classes and rights
4. Directors' Powers and Responsibilities: Scope of directors' authority and duties
5. Decision-Making Procedures: Process for board and shareholder decisions
6. Share Transfer Provisions: Rules governing the transfer of shares
1. Pre-emption Rights: Rights of existing shareholders to purchase new shares before shares can be offered to external parties
2. Tag-Along Rights: Provisions allowing minority shareholders to join in the sale of shares on the same terms as majority shareholders
3. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in the sale of shares
1. Share Capital Table: Detailed breakdown of share ownership and share classes
2. Initial Directors List: Names, addresses and details of first appointed directors
3. Shareholder Information: Complete details of initial shareholders including their shareholdings and contact information
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