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Statutory Instruments

2008 No. 3229

Companies

The Companies (Model Articles) Regulations 2008

Made

16th December 2008

Laid before Parliament

17th December 2008

Coming into force

1st October 2009

Contents

Go to Preamble

  1. 1.Citation and Commencement

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

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

  4. 4.Model articles for public companies

  5. SCHEDULE 1

    MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY SHARES

  6. SCHEDULE 2

    MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY GUARANTEE

  7. SCHEDULE 3

    MODEL ARTICLES FOR PUBLIC COMPANIES

Go to Explanatory Note

The Secretary of State makes the following Regulations in exercise of the powers conferred by section 19 of the Companies Act 2006(1)—

Citation and Commencement

1.  These Regulations may be cited as the Companies (Model Articles) Regulations 2008 and come into force on 1st October 2009.

Model articles for private companies limited by shares

2.  Schedule 1 to these Regulations prescribes the model articles of association for private companies limited by shares.

Model articles for private companies limited by guarantee

3.  Schedule 2 to these Regulations prescribes the model articles of association for private companies limited by guarantee.

Model articles for public companies

4.  Schedule 3 to these Regulations prescribes the model articles of association for public companies.

Ian Pearson

Economic and Business Minister,

Department for Business, Enterprise and Regulatory Reform

16th December 2008

Regulation 2

SCHEDULE 1 MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY SHARES

INDEX TO THE ARTICLES

  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

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