Articles of Association - A & B Shares

These Articles of Association provide for two classes of shares (A & B shares) and allow a company to move from a single shareholding group to two new classes or groups of shares. They are based on our Modified Model Articles of Association (Private Company Limited by Shares).

It sets out the company’s constitutional rules where there are two classes of shares (A & B shares), including how rights attach to each class and how shareholder and director decision-making works across the two shareholding groups.

What do these Articles cover?

As well as the standard provisions you would expect in articles of association, it includes provisions dealing with:

• A & B shareholders.
• A & B directors.
• Appointment and removal of A & B directors.
• Variation of class rights.
• Pre-emption rights on the issue of new shares.
• Payment of dividends and other distributions for two shareholding groups.
• Shareholder decision-making for two shareholding groups.
• Voting rights for two shareholding groups.
• Quorums for meetings.
• Class meetings.
• Written resolutions for two shareholding groups.

When should you use these Articles?

• You want the company’s articles to provide for two classes of shares (A & B shares).
• You are restructuring from a single shareholding group into two share classes and want the articles to reflect that transition.
• You need governance and distribution provisions that operate across two shareholding groups.

What else you may need

If the company wants to include additional rights relating to a particular class of shares, these can be drafted into the articles. Note that adding class-specific rights may require consequential changes elsewhere in the articles.

Articles of Association - A & B Shares is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.