A company must have articles of association. The articles are the document which governs the company’s internal workings and will set out a range of procedures to deal with various matters including dividend and capital rights attaching to shares, directors’ powers, proceedings at shareholder meetings and voting rights. Usually the articles are not contentious; however, in the event of an investment by an independent third party, the articles will often be one of the main focuses for negotiation in respect of liquidation and dividend rights.

This Guidance Note sets out the content and formalities of the articles of association.

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