Introductory Text
1.Citation and Commencement
2.Model articles for private companies limited by shares
3.Model articles for private companies limited by guarantee
4.Model articles for public companies
Signature
SCHEDULE 1
MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY SHARES
PART 1 INTERPRETATION AND LIMITATION OF LIABILITY
1.Defined terms
2.Liability of members
PART 2 DIRECTORS
DIRECTORS’ POWERS AND RESPONSIBILITIES
3.Directors’ general authority
4.Shareholders’ reserve power
5.Directors may delegate
6.Committees
DECISION-MAKING BY DIRECTORS
7.Directors to take decisions collectively
8.Unanimous decisions
9.Calling a directors’ meeting
10.Participation in directors’ meetings
11.Quorum for directors’ meetings
12.Chairing of directors’ meetings
13.Casting vote
14.Conflicts of interest
15.Records of decisions to be kept
16.Directors’ discretion to make further rules
APPOINTMENT OF DIRECTORS
17.Methods of appointing directors
18.Termination of director’s appointment
19.Directors’ remuneration
20.Directors’ expenses
PART 3 SHARES AND DISTRIBUTIONS
SHARES
21.All shares to be fully paid up
22.Powers to issue different classes of share
23.Company not bound by less than absolute interests
24.Share certificates
25.Replacement share certificates
26.Share transfers
27.Transmission of shares
28.Exercise of transmittees’ rights
29.Transmittees bound by prior notices
DIVIDENDS AND OTHER DISTRIBUTIONS
30.Procedure for declaring dividends
31.Payment of dividends and other distributions
32.No interest on distributions
33.Unclaimed distributions
34.Non-cash distributions
35.Waiver of distributions
CAPITALISATION OF PROFITS
36.Authority to capitalise and appropriation of capitalised sums
PART 4 DECISION-MAKING BY SHAREHOLDERS
ORGANISATION OF GENERAL MEETINGS
37.Attendance and speaking at general meetings
38.Quorum for general meetings
39.Chairing general meetings
40.Attendance and speaking by directors and non-shareholders
41.Adjournment
VOTING AT GENERAL MEETINGS
42.Voting: general
43.Errors and disputes
44.Poll votes
45.Content of proxy notices
46.Delivery of proxy notices
47.Amendments to resolutions
PART 5 ADMINISTRATIVE ARRANGEMENTS
48.Means of communication to be used
49.Company seals
50.No right to inspect accounts and other records
51.Provision for employees on cessation of business
DIRECTORS’ INDEMNITY AND INSURANCE
52.Indemnity
53.Insurance
SCHEDULE 2
MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY GUARANTEE
4.Members’ reserve power
PART 3 MEMBERS
BECOMING AND CEASING TO BE A MEMBER
21.Applications for membership
22.Termination of membership
23.Attendance and speaking at general meetings
24.Quorum for general meetings
25.Chairing general meetings
26.Attendance and speaking by directors and non-members
27.Adjournment
28.Voting: general
29.Errors and disputes
30.Poll votes
31.Content of proxy notices
32.Delivery of proxy notices
33.Amendments to resolutions
PART 4 ADMINISTRATIVE ARRANGEMENTS
34.Means of communication to be used
35.Company seals
36.No right to inspect accounts and other records
37.Provision for employees on cessation of business
38.Indemnity
39.Insurance
SCHEDULE 3
MODEL ARTICLES FOR PUBLIC COMPANIES
8.Calling a directors’ meeting
9.Participation in directors’ meetings
10.Quorum for directors’ meetings
11.Meetings where total number of directors less than quorum
12.Chairing directors’ meetings
13.Voting at directors’ meetings: general rules
14.Chairman’s casting vote at directors’ meetings
15.Alternates voting at directors’ meetings
16.Conflicts of interest
17.Proposing directors’ written resolutions
18.Adoption of directors’ written resolutions
19.Directors’ discretion to make further rules
20.Methods of appointing directors
21.Retirement of directors by rotation
22.Termination of director’s appointment
23.Directors’ remuneration
24.Directors’ expenses
ALTERNATE DIRECTORS
25.Appointment and removal of alternates
26.Rights and responsibilities of alternate directors
27.Termination of alternate directorship
PART 3 DECISION-MAKING BY MEMBERS
28.Members can call general meeting if not enough directors
29.Attendance and speaking at general meetings
30.Quorum for general meetings
31.Chairing general meetings
32.Attendance and speaking by directors and non-members
33.Adjournment
34.Voting: general
35.Errors and disputes
36.Demanding a poll
37.Procedure on a poll
38.Content of proxy notices
39.Delivery of proxy notices
40.Amendments to resolutions
RESTRICTIONS ON MEMBERS’ RIGHTS
41.No voting of shares on which money owed to company
APPLICATION OF RULES TO CLASS MEETINGS
42.Class meetings
PART 4 SHARES AND DISTRIBUTIONS
ISSUE OF SHARES
43.Powers to issue different classes of share
44.Payment of commissions on subscription for shares
INTERESTS IN SHARES
45.Company not bound by less than absolute interests
SHARE CERTIFICATES
46.Certificates to be issued except in certain cases
47.Contents and execution of share certificates
48.Consolidated share certificates
49.Replacement share certificates
SHARES NOT HELD IN CERTIFICATED FORM
50.Uncertificated shares
51.Share warrants
PARTLY PAID SHARES
52.Company’s lien over partly paid shares
53.Enforcement of the company’s lien
54.Call notices
55.Liability to pay calls
56.When call notice need not be issued
57.Failure to comply with call notice: automatic consequences
58.Notice of intended forfeiture
59.Directors’ power to forfeit shares
60.Effect of forfeiture
61.Procedure following forfeiture
62.Surrender of shares
TRANSFER AND TRANSMISSION OF SHARES
63.Transfers of certificated shares
64.Transfer of uncertificated shares
65.Transmission of shares
66.Transmittees’ rights
67.Exercise of transmittees’ rights
68.Transmittees bound by prior notices
CONSOLIDATION OF SHARES
69.Procedure for disposing of fractions of shares
DISTRIBUTIONS
70.Procedure for declaring dividends
71.Calculation of dividends
72.Payment of dividends and other distributions
73.Deductions from distributions in respect of sums owed to the company
74.No interest on distributions
75.Unclaimed distributions
76.Non-cash distributions
77.Waiver of distributions
78.Authority to capitalise and appropriation of capitalised sums
PART 5 MISCELLANEOUS PROVISIONS
COMMUNICATIONS
79.Means of communication to be used
80.Failure to notify contact details
ADMINISTRATIVE ARRANGEMENTS
81.Company seals
82.Destruction of documents
83.No right to inspect accounts and other records
84.Provision for employees on cessation of business
85.Indemnity
86.Insurance
Explanatory Note