A and B shares – Articles of Association Template

Articles of Association - A & B Shares

CO.MA.14
These Articles of Association provide for two classes of shares, A & B shares, and provide for the transition from a single shareholding group to two new classes or groups of shares. The articles are based on our Modified Model Articles (Private Company Limited By Shares).

As well as including all the standard articles you would expect in articles of association, these articles provide for:

• A & B shareholders;
• A & B directors;
• The 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;
• Decision making by shareholders for two shareholding groups;
• Voting rights for two shareholding groups;
• Quorums for meetings;
• Class meetings; and
• Written resolutions for two shareholding groups.

If there are any specific rights relating to a class of shares that a company wishes to include, these can be drafted into the articles (note however the consequential changes this may trigger in other clauses within the articles of association).

These Articles of Association can also be found in our Share Reclassification sub-folder and have been drafted as part of a share reclassification process.

These articles are in open format. The requisite details should be inserted into the highlighted fields or the wording can be adjusted to suit your purposes. Wording in square brackets is optional. If it is required, then the brackets should be deleted and the wording within them retained. If the wording is not required, then it can be deleted.

Once you have subscribed to the appropriate document folder click on the “Download Document” button below. You will be asked what you want to do with the file. It is recommended that you save the document to a location of your choice prior to viewing.
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