While a business is going well these documents are rarely opened. They matter when a shareholder wants out, when a director signs beyond their authority, or when one side says a resolution was invalid. At that point the memorandum and the articles decide it.
Most shareholder disputes are not caused by bad faith. They are caused by never having agreed in advance what happens in a particular situation — one shareholder stops working in the business but keeps the same shareholding.
We set the structure up at the start, revise the articles of companies already trading, and act when a shareholder dispute arises.
What we do
- Draft articles that reflect what the partners actually agreed, rather than a standard form that merely passes the registrar.
- Draw shareholders' agreements: voting, buy-back, pre-emption rights and how shares are valued when someone leaves.
- Define directors' authority and the conditions for binding the company.
- Convene shareholder and board meetings and produce minutes that stand as evidence.
- File changes with the registrar: directors, signing authority, address, objects and capital.
- Act in shareholder disputes: negotiation, setting aside invalid resolutions, and litigation.
What to agree before starting
- Which shareholder does what, and what happens if one of them stops.
- Which decisions need everyone's consent rather than a majority.
- Whether a shareholder wanting to sell must offer to the others first, and how the price is calculated.
- When dividends are paid and how much profit stays in the business.
- Whether the heirs of a deceased shareholder take their place.
This page is general information, not advice on your company. Bring the company certificate and the articles currently in force.