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Articles of association—joint venture company—deadlock (50:50)—individuals as shareholders
Published by a LexisNexis Corporate expert
PrecedentsArticles of association—joint venture company—deadlock (50:50)—individuals as shareholders
Published by a LexisNexis Corporate expert
Precedents
Private company limited by shares
Articles of Association of [insert name of company] Limited (the Company)
(Incorporated in England and Wales under registered no. [insert company number])
(Adopted by Special Resolution passed on [insert date] 20[insert year])
1
Model Articles
1.1
The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles or are inconsistent with these Articles and, subject to any such modifications, exclusions or inconsistencies, shall together with these Articles constitute the articles of association of the Company to the exclusion of any other articles or regulations set out in any statute or in any statutory instrument or other subordinate legislation.
1.2
The whole of Model Articles 6(2) (committees), 7 (directors to take decisions collectively), 8 (unanimous decisions), 9(3) and 9(4) (calling a directors’ meeting), 11(2) and 11(3) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1-5) (conflicts of interest), 16 (directors’ discretion to make further rules), 17 (methods of appointing directors), 22 (powers to issue different classes of shares), 26(5) (share transfers), 36 (authority to capitalise
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Jurisdiction(s):
United Kingdom
Related documents:
News 4
Practice notes 3
Precedents 2
Q&As 2
Related legal acts:
Key definition:
Deadlock definition
What does Deadlock mean?
This is where the parties cannot reach agreement upon a particular matter which requires their approval. A joint venture company in which two shareholders each own 50% of the shares is known as a deadlocked or deadlock joint venture, as the shareholders need to reach agreement on all matters for a decision to be taken. A deadlock may also arise where the joint venture is not held 50/50 in relation to reserved matters which require the approval of all joint venture parties. Joint venture agreements will typically contain deadlock provisions for breaking a deadlock.
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