Articles of association

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If a limited company registered in England and Wales is used as the vehicle for a joint venture, articles of association (articles) will be required. The joint venture parties will usually include certain of the specific terms agreed between them in the articles, which will be supplemented by the provisions of the joint venture agreement (JVA).

Statutory framework for articles of association

A company formed under the Companies Act 2006 must either adopt the relevant model articles or articles which exclude or modify the relevant model articles. For further information on registering a limited company and on its constitution, see Practice Note: A company’s constitution.

The standard model articles are unlikely to be appropriate for a joint venture company (JVC), eg because they do not contain any detailed provisions restricting the transfer of shares. A JVC will therefore usually adopt articles which exclude or modify certain provisions of the model articles. Where the articles exclude some but not all provisions of the model articles, the parties will be able to choose whether to use:

  1. •

    long-form articles—setting out in full in the articles any of the

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