Company Formation FAQ - Pre-Emptive Provisions in the Articles of Association

It is possible, and quite common, for a company to modify the model articles of association, or to add specific clauses in order to tailor them to the requirements of the company. Coddan has designed a set of provisions which we can include in the articles of association of your company. If, at the time that you order a company formation with Coddan, you request pre-emptive provisions to be included, the following provisions will be included in the articles of association of your company: -

• The directors will be empowered to refuse the registration of any share where the shares are not fully paid, where the company has a lien over the shares, where certain requirements for the transfer of shares have not been met, where the transfer relates to more than one class of shares, or where a transfer is in favour of more than four beneficiaries;
• The directors will be required to register a transfer of shares where such a transfer does not substantially alter the underlying ownership of the shares;
• The directors will be required to register a transfer of shares to an outside interest provided that the person selling the shares has first offered the shares to the existing members of the company.

Without the inclusion of the above pre-emptive provisions, Coddan's standard set of articles, which empower the directors with the absolute discretion to reject any proposed share transfer, will be supplied.