Articles of association

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:

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

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

TAKE A FREE TRIAL

Latest Corporate News

FCA publishes Policy Statement PS24/19: Enhancing the National Storage Mechanism

The Financial Conduct Authority (FCA) has published Policy Statement PS24/19: Enhancing the National Storage Mechanism in which it summarises the feedback received to Consultation Paper CP24/17, its longer-term plans for the National Storage Mechanism (NSM) and its final rules and guidance, which will enable the FCA to make it easier for NSM users to find regulated information. The new rules will appear in the FCA Handbook on 3 November 2025, which is when they will come into force. The technical note guidance will take effect at the same time.

High Court confirms broad government discretion in UK national security reviews

Competition analysis: In this judgment, the High Court issued its first ever ruling on a challenge to an unwinding order imposed by the UK government under the National Security and Investment Act 2021 (NSIA 2021). In a clear victory for the government, the court confirmed the broad discretion of the Secretary of State to determine the appropriate remedy for resolving national security concerns arising from a problematic transaction, up to and including forced divestment of the acquirer’s shareholding in a qualifying entity, as well confirming that the overall process followed by the Government in such cases is fair and proportionate. The judgment is also notable for the insights that it provides into the process followed by Government officials and ministers for in-depth reviews under the NSIA 2021, with the level of detail going well beyond what has been disclosed in the Government’s own guidance to date. Written by Becket McGrath, partner at Euclid Law Ltd.

Corporate weekly highlights—19 December 2024

This week's edition of Corporate weekly highlights includes: an FCA consultation on the regulatory framework for the Private Intermittent Securities and Capital Exchange System (PISCES), FCA Primary Market Bulletin 53 containing a consultation on changes to technical and procedural notes in the FCA Knowledge Base following changes to the UK listing regime, The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 which will increase financial thresholds for the purposes of certain Companies Act reporting requirements, news of the UK Sustainability Disclosure Technical Advisory Committee’s recommendation to endorse IFRS Sustainability Disclosure Standards, PERG publishing its 17th report on conformity with the Walker Guidelines, together with an amended version of the guidelines and ISS Governance publishing updates to its UK and Ireland proxy voting guidelines 2025.

Cabinet Office publishes assessment report on National Security and Investment Act

The Cabinet Office has released a report detailing the assessment and conclusions of the evaluation of the National Security and Investment Act (Notifiable Acquisition) (Specification of Qualifying Entities) Regulations 2021. This review provides insights into the government's analysis of the current regulatory framework and its implications for national security considerations in the context of credible entity acquisitions.