Company law requires every company to have articles of association that are contained in a single document and divided into numbered paragraphs. A company can choose to adopt a set of default 'model articles' or adopt its own custom set of articles which are based on the model articles.
This model is a set of articles that are based on the model articles for private companies limited by shares. They incorporate the text of the model articles in full to avoid the need to refer to them separately, with some modifications including:
- Procedures giving existing shareholders the right to be offered any new or existing shares before they are offered to anyone else ('pre-emption rights')
- Provisions enabling the majority shareholders to require the minority shareholders to sell their shares to a buyer at the same price and on the same terms as offered to the majority shareholders ('drag along right')
- Provisions enabling the minority shareholders to require the majority shareholders to obtain the sale of their shares to a buyer at the same price and on the same terms as offered to the majority shareholders ('tag along right')
To adopt these articles, a company's shareholders will need to pass a special resolution (meaning a majority of not less than 75% of the shareholders in attendance at a general meeting if taken on a show of hands or not less than 75% of the total voting rights at a general meeting if taken on a poll or passed by written resolution).
You can use this template to determine a single class of ordinary shares.