Setting up a company can be a simple affair involving little more than providing details of directors and shareholders and containing a constitution (off-the-shelf Articles) made under the Companies Act. As approved forms of Articles have been evolving since 1856 with the current model drafted in 2013 you could easily assume they represent all that would be  required – particularly in a small private company with few, and in some cases no more than a couple of, shareholders.

However, whilst off-the-shelf Articles may be sufficient for formal and administrative matters primarily in relation to meetings they do not cover a number of areas likely to arise in a small private company where the relationship between the members is effectively one of partnership.

Examples include:

• Resolving disputes/deadlock
• Shareholders existing the company
• Family/intra-group transfer
• Shareholder protection
• Confidentiality and covenants
• Managing expectations

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