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The Companies (Model Articles) Regulations 2008

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  1. Introductory Text

  2. 1.Citation and Commencement

  3. 2.Model articles for private companies limited by shares

  4. 3.Model articles for private companies limited by guarantee

  5. 4.Model articles for public companies

  6. Signature

    1. SCHEDULE 1

      MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY SHARES

      1. PART 1 INTERPRETATION AND LIMITATION OF LIABILITY

        1. 1.Defined terms

        2. 2.Liability of members

      2. PART 2 DIRECTORS

        1. DIRECTORS’ POWERS AND RESPONSIBILITIES

          1. 3.Directors’ general authority

          2. 4.Shareholders’ reserve power

          3. 5.Directors may delegate

          4. 6.Committees

        2. DECISION-MAKING BY DIRECTORS

          1. 7.Directors to take decisions collectively

          2. 8.Unanimous decisions

          3. 9.Calling a directors’ meeting

          4. 10.Participation in directors’ meetings

          5. 11.Quorum for directors’ meetings

          6. 12.Chairing of directors’ meetings

          7. 13.Casting vote

          8. 14.Conflicts of interest

          9. 15.Records of decisions to be kept

          10. 16.Directors’ discretion to make further rules

        3. APPOINTMENT OF DIRECTORS

          1. 17.Methods of appointing directors

          2. 18.Termination of director’s appointment

          3. 19.Directors’ remuneration

          4. 20.Directors’ expenses

      3. PART 3 SHARES AND DISTRIBUTIONS

        1. SHARES

          1. 21.All shares to be fully paid up

          2. 22.Powers to issue different classes of share

          3. 23.Company not bound by less than absolute interests

          4. 24.Share certificates

          5. 25.Replacement share certificates

          6. 26.Share transfers

          7. 27.Transmission of shares

          8. 28.Exercise of transmittees’ rights

          9. 29.Transmittees bound by prior notices

        2. DIVIDENDS AND OTHER DISTRIBUTIONS

          1. 30.Procedure for declaring dividends

          2. 31.Payment of dividends and other distributions

          3. 32.No interest on distributions

          4. 33.Unclaimed distributions

          5. 34.Non-cash distributions

          6. 35.Waiver of distributions

        3. CAPITALISATION OF PROFITS

          1. 36.Authority to capitalise and appropriation of capitalised sums

      4. PART 4 DECISION-MAKING BY SHAREHOLDERS

        1. ORGANISATION OF GENERAL MEETINGS

          1. 37.Attendance and speaking at general meetings

          2. 38.Quorum for general meetings

          3. 39.Chairing general meetings

          4. 40.Attendance and speaking by directors and non-shareholders

          5. 41.Adjournment

        2. VOTING AT GENERAL MEETINGS

          1. 42.Voting: general

          2. 43.Errors and disputes

          3. 44.Poll votes

          4. 45.Content of proxy notices

          5. 46.Delivery of proxy notices

          6. 47.Amendments to resolutions

      5. PART 5 ADMINISTRATIVE ARRANGEMENTS

        1. 48.Means of communication to be used

        2. 49.Company seals

        3. 50.No right to inspect accounts and other records

        4. 51.Provision for employees on cessation of business

        5. DIRECTORS’ INDEMNITY AND INSURANCE

          1. 52.Indemnity

          2. 53.Insurance

    2. SCHEDULE 2

      MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY GUARANTEE

      1. PART 1 INTERPRETATION AND LIMITATION OF LIABILITY

        1. 1.Defined terms

        2. 2.Liability of members

      2. PART 2 DIRECTORS

        1. DIRECTORS’ POWERS AND RESPONSIBILITIES

          1. 3.Directors’ general authority

          2. 4.Members’ reserve power

          3. 5.Directors may delegate

          4. 6.Committees

        2. DECISION-MAKING BY DIRECTORS

          1. 7.Directors to take decisions collectively

          2. 8.Unanimous decisions

          3. 9.Calling a directors’ meeting

          4. 10.Participation in directors’ meetings

          5. 11.Quorum for directors’ meetings

          6. 12.Chairing of directors’ meetings

          7. 13.Casting vote

          8. 14.Conflicts of interest

          9. 15.Records of decisions to be kept

          10. 16.Directors’ discretion to make further rules

        3. APPOINTMENT OF DIRECTORS

          1. 17.Methods of appointing directors

          2. 18.Termination of director’s appointment

          3. 19.Directors’ remuneration

          4. 20.Directors’ expenses

      3. PART 3 MEMBERS

        1. BECOMING AND CEASING TO BE A MEMBER

          1. 21.Applications for membership

          2. 22.Termination of membership

        2. ORGANISATION OF GENERAL MEETINGS

          1. 23.Attendance and speaking at general meetings

          2. 24.Quorum for general meetings

          3. 25.Chairing general meetings

          4. 26.Attendance and speaking by directors and non-members

          5. 27.Adjournment

        3. VOTING AT GENERAL MEETINGS

          1. 28.Voting: general

          2. 29.Errors and disputes

          3. 30.Poll votes

          4. 31.Content of proxy notices

          5. 32.Delivery of proxy notices

          6. 33.Amendments to resolutions

      4. PART 4 ADMINISTRATIVE ARRANGEMENTS

        1. 34.Means of communication to be used

        2. 35.Company seals

        3. 36.No right to inspect accounts and other records

        4. 37.Provision for employees on cessation of business

        5. DIRECTORS’ INDEMNITY AND INSURANCE

          1. 38.Indemnity

          2. 39.Insurance

    3. SCHEDULE 3

      MODEL ARTICLES FOR PUBLIC COMPANIES

      1. PART 1 INTERPRETATION AND LIMITATION OF LIABILITY

        1. 1.Defined terms

        2. 2.Liability of members

      2. PART 2 DIRECTORS

        1. DIRECTORS’ POWERS AND RESPONSIBILITIES

          1. 3.Directors’ general authority

          2. 4.Members’ reserve power

          3. 5.Directors may delegate

          4. 6.Committees

        2. DECISION-MAKING BY DIRECTORS

          1. 7.Directors to take decisions collectively

          2. 8.Calling a directors’ meeting

          3. 9.Participation in directors’ meetings

          4. 10.Quorum for directors’ meetings

          5. 11.Meetings where total number of directors less than quorum

          6. 12.Chairing directors’ meetings

          7. 13.Voting at directors’ meetings: general rules

          8. 14.Chairman’s casting vote at directors’ meetings

          9. 15.Alternates voting at directors’ meetings

          10. 16.Conflicts of interest

          11. 17.Proposing directors’ written resolutions

          12. 18.Adoption of directors’ written resolutions

          13. 19.Directors’ discretion to make further rules

        3. APPOINTMENT OF DIRECTORS

          1. 20.Methods of appointing directors

          2. 21.Retirement of directors by rotation

          3. 22.Termination of director’s appointment

          4. 23.Directors’ remuneration

          5. 24.Directors’ expenses

        4. ALTERNATE DIRECTORS

          1. 25.Appointment and removal of alternates

          2. 26.Rights and responsibilities of alternate directors

          3. 27.Termination of alternate directorship

      3. PART 3 DECISION-MAKING BY MEMBERS

        1. ORGANISATION OF GENERAL MEETINGS

          1. 28.Members can call general meeting if not enough directors

          2. 29.Attendance and speaking at general meetings

          3. 30.Quorum for general meetings

          4. 31.Chairing general meetings

          5. 32.Attendance and speaking by directors and non-members

          6. 33.Adjournment

        2. VOTING AT GENERAL MEETINGS

          1. 34.Voting: general

          2. 35.Errors and disputes

          3. 36.Demanding a poll

          4. 37.Procedure on a poll

          5. 38.Content of proxy notices

          6. 39.Delivery of proxy notices

          7. 40.Amendments to resolutions

        3. RESTRICTIONS ON MEMBERS’ RIGHTS

          1. 41.No voting of shares on which money owed to company

        4. APPLICATION OF RULES TO CLASS MEETINGS

          1. 42.Class meetings

      4. PART 4 SHARES AND DISTRIBUTIONS

        1. ISSUE OF SHARES

          1. 43.Powers to issue different classes of share

          2. 44.Payment of commissions on subscription for shares

        2. INTERESTS IN SHARES

          1. 45.Company not bound by less than absolute interests

        3. SHARE CERTIFICATES

          1. 46.Certificates to be issued except in certain cases

          2. 47.Contents and execution of share certificates

          3. 48.Consolidated share certificates

          4. 49.Replacement share certificates

        4. SHARES NOT HELD IN CERTIFICATED FORM

          1. 50.Uncertificated shares

          2. 51.Share warrants

        5. PARTLY PAID SHARES

          1. 52.Company’s lien over partly paid shares

          2. 53.Enforcement of the company’s lien

          3. 54.Call notices

          4. 55.Liability to pay calls

          5. 56.When call notice need not be issued

          6. 57.Failure to comply with call notice: automatic consequences

          7. 58.Notice of intended forfeiture

          8. 59.Directors’ power to forfeit shares

          9. 60.Effect of forfeiture

          10. 61.Procedure following forfeiture

          11. 62.Surrender of shares

        6. TRANSFER AND TRANSMISSION OF SHARES

          1. 63.Transfers of certificated shares

          2. 64.Transfer of uncertificated shares

          3. 65.Transmission of shares

          4. 66.Transmittees’ rights

          5. 67.Exercise of transmittees’ rights

          6. 68.Transmittees bound by prior notices

        7. CONSOLIDATION OF SHARES

          1. 69.Procedure for disposing of fractions of shares

        8. DISTRIBUTIONS

          1. 70.Procedure for declaring dividends

          2. 71.Calculation of dividends

          3. 72.Payment of dividends and other distributions

          4. 73.Deductions from distributions in respect of sums owed to the company

          5. 74.No interest on distributions

          6. 75.Unclaimed distributions

          7. 76.Non-cash distributions

          8. 77.Waiver of distributions

        9. CAPITALISATION OF PROFITS

          1. 78.Authority to capitalise and appropriation of capitalised sums

      5. PART 5 MISCELLANEOUS PROVISIONS

        1. COMMUNICATIONS

          1. 79.Means of communication to be used

          2. 80.Failure to notify contact details

        2. ADMINISTRATIVE ARRANGEMENTS

          1. 81.Company seals

          2. 82.Destruction of documents

          3. 83.No right to inspect accounts and other records

          4. 84.Provision for employees on cessation of business

        3. DIRECTORS’ INDEMNITY AND INSURANCE

          1. 85.Indemnity

          2. 86.Insurance

  8. Explanatory Note

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