How do the Articles of Association deal with business succession?

Articles of Association — business succession

When a shareholder dies, their shares will form part of their estate and ultimately pass to their heirs under the terms of their will or the laws of intestacy where they haven’t made one. But equally, a company’s articles are likely to contain rules about the transferability of shares.

The Companies Act 2006 says: ‘The shares or other interest of any member in a company are transferable in accordance with the company’s articles.’

If the articles are silent on the transferability of shares, the model articles will come into play. Section 27 of the model articles regulations says: ‘A transmittee who produces such evidence of entitlement to shares as the directors may properly require — (a) may, subject to the Articles, choose either to become the holder of those shares or to have them transferred to another person, and (b) subject to the articles, and pending any transfer of the shares to another person, has the same rights as the holder had.’